Man of Steel: Son of Krypton
by Fictionstv
Summary: A revised Man of Steel: Kara is tasked with protecting Kal on Earth after the destruction of Krypton. General Zod arrives with the intent to rule over humanity. Kara and Kal will have to decide whether to join Zod's crusade or side with humanity.
1. Chapter 1

**Man of Steel: Son of Krypton**

**By Empirestv**

* * *

**Author's Note: **This piece is independent of all other Superman related pieces I have written. This piece is a revised version of the movie Man of Steel

* * *

Lara cried out in pain as she was about to give birth to her son. It was the most painful experience of her life and yet she had no regrets. For the entire pregnancy Lara stayed on a remote outpost away from the main city. What she and her husband had done was criminal. They had created a natural born child.

Away from medical facilities, Jor and Lara only had their home drones to give them assistance. Finally, a son was born. Jor held the newborn baby with joy and excitement. Of all the inventions and creations in his career this was his finest work.

* * *

Jor-El came forth to the leadership chambers with an urgent message concerning Krypton. "Do you not understand? The core is collapsing," Jor explained.

"Not everyone believes as you do Jor-El. Do you intend for us to evacuate the entire planet?" a council member asked.

"Yes, we must save as many as we can," Jor said forcefully.

"We have some ships available," Zor-El said helpfully. He gave his brother a nod of support while the others remained skeptical.

"Where would you be evacuating the people of Krypton?" a council member asked.

"To Earth. The humans are similar to our own biology and with the yellow sun's radiation we would be a strong anf resilient people there," Jor said.

"Earth is far away and barbaric. We will not send a colony there until we have proof of your theory," a council member disagreed.

"My theory is not wrong," Jor said eyeing the council members.

"You are not to create a panic while you continue your research Jor-El," a council member ordered.

"Very well," Jor said crestfallen.

There was a sudden explosion as beams of light hit the guards knocking them to the floor. General Zod in his battle armor led a dozen men into the chamber.

"This council has been disbanded," Zod said advancing on the council.

"This is treason!" a council member said of Zod.

Zod fired at the council member killing him instantly. "The rest of you will be tried and punished accordingly."

"What are you doing Zod?" Jor asked confronting him.

"What I should have done years ago, these lawmakers with their endless debates have led Krypton to ruin," Zod said angrily. His men took hold of the council members and forced them to the ground off their thrones.

"If your forces prevail you will be the leader of nothing," Jor told him.

"Then join me. Help me save our race," Zod requested.

Jor looked around and saw that his brother was under arrest. "If you free my brother I can help you evacuate as many as possible," Jor agreed.

Zod stared at Jor thoughtfully. "Done."

Zor-El was dragged before Zod. "You will begin evacuating the planet immediately," Zod ordered him.

"Who will be allowed to leave?" Zor-El asked.

"We will need workers, soldiers…," Zod began. "And even leaders," he said sarcastically. "This is a list. Include your family," Zod said giving Zor a data pad.

Zor looked over the list Zod had given him. "So, these will be the ones saved," he said softly.

"There is no time to lose. Go!" Zod told Zor.

"A moment Zod," Jor said walking over to his brother. "When you are ready to leave I have something to show you."

Zor nodded and was escorted away by some of Zod's men. Zod turned to Jor. "The government will oppose this coup and make me a murderer," Zod told him.

Zod sighed as he realized he was doomed. "Broadcast this message to the entire planet and to the other worlds that we require assistance in the evacuation. Use my key," Zod said giving him the black crystal key.

Jor nodded. "I'm sorry it had to be this way," Zod said sadly.

"I know you mean well Zod, but I cannot agree with your methods," Jor told him.

"Good, not everyone should be like me," Zod replied.

* * *

Jor exited the chamber and saw the battle rage outside. Government and rebel ships were firing on each other. Jor called for his winged beast to come to him. Resembling a griffin, the beast flew Jor towards the communication tower. While on the beast, Jor was dismissed by both ships as a non-combatant and was not fired upon.

Jor came to a docking bay on the tower and was confronted by two guards. "State your purpose," they demanded.

"I am Jor-El, senior scientist. I have a message to give to Krypton," Jor said.

"You do not have authorization," they told him.

"I'm sorry I have to do this," Jor said attacking one of the guards. The second guard raised his weapon, but Jor already took the first guard's weapon. The second guard missed stunning the first guard. Jor fired stunning the second. Taking the weapon with him, Jor went inside the communications tower. Inside the computer room, he placed Zod's key in the slot.

"General Zod, authorized," the computer said.

Jor then inputted the command so Zod's message could be sent off. "I am General Zod, Commander in Chief of Krypton's Armed Forces. I tell you now to evacuate the planet. To the other worlds, I ask for your assistance. Send ships immediately," Zod's message said.

* * *

Zod led his men firing upon government forces as he made his way to a colony ship. People were being evacuated by force into the ship. As they did, rebel and government forces fired at each other. Zor worked to get everyone on board the ship. "I am a council member. Please board the ship," Zor told the people.

"The ship is ready," Zor told Zod.

"Good," Zod approved.

"I must now go to my family to bring them here," Zor said.

Zod took hold of Zor's shoulders. "You are not free of responsibility for this councilman. For years, your brother warned you of this and for years you kept me from giving the orders necessary to save Krypton," Zod said angrily.

"I was a dissenting vote," Zor said.

"That's not good enough Zor-El. You share in their guilt," Zod said.

"Then let me perish but not my family," Zor pleaded. "You agreed to help take my family to safety."

Zod gave him a look of disgust. "I only promised you that to get your cooperation. I no longer need you."

"What of my brother Jor and his wife Lara? Will you betray them too?" Zor asked.

Zod gave him a sad look. "Do you see me saving myself or that of my men? We serve Krypton to the death. That was what we were trained to do. There is no more time," Zod said.

Zod then motioned for the command to take the colony ship away. Zor watched in horror as the colony ship was escorted by Zod's ships into the upper atmosphere.

Zod turned to his female Lieutenant. "Hopefully Jor-El's message got through. Continue the evacuation on every continent of the planet," he ordered.

"Yes General," she said walking off.

* * *

Jor went back to his outpost finding Lara and the child. "We must evacuate now," Jor told his wife.

"What has happened?" she asked.

"There has been a coup. Zod has taken over," Jor said.

"Why would he do that?" Lara asked confused.

A ship docked at Jor's outpost. Zor-El, his wife Alura, and their teenage daughter Kara came out. Jor went out to see them. "What news?" Jor asked.

"Zod already sent the colony ship. He said I was guilty for the crimes of the council," he said sadly.

"If the colony ship has already left then…," Jor realized.

"He has betrayed us both brother," Zor said. "I came here because you were my last hope. I had heard you had built a ship."

"That's true, but it will only fit one person," Jor said.

Jor welcomed Zor into his laboratory and showed him the ship. Alura greeted Lara and saw the child in her arms. "When did you receive a child?" she asked.

"I carried him and gave birth to him. Jor allowed me to conceive a child," Lara said.

Alura gave Lara a shocked look. "I didn't know that was possible," Alura said looking over the newborn. Kara also gave the newborn a glance as if she had never seen one before.

"What is his name?" Kara asked.

"His name is Kal," Lara said.

Zor and Jor looked over the ship. "Could the ship carry your son and my daughter?" he asked.

"It could be possible," Jor said. "You should know that I intend to send this ship to Earth. Your daughter and my son will be safe there. They will become strong from the star's radiation and be invulnerable," Jor said.

"They would be like gods. Is this really the right place?" Zor questioned.

"Your daughter will lead my son in truth and justice. She will safeguard him," Jor said.

Zor looked over at her daughter who was with the baby and then nodded his consent. He walked over to his daughter and wife. "You will be transported to Earth in this craft," Zor told Kara.

"I won't leave you father. I would rather die," she said tearfully.

Zor embraced her daughter. "We will find you shortly," Zor lied. "I need you to protect your cousin Kal-El. Earth is a dangerous place."

"I know father. I learned about them in school," she said.

"You will wait there until I can come to pick you up," Zor smiled. "Remember your training."

"I will father," Kara promised.

Zor looked at his wife with a haunted look Kara could not see. "I love you daughter. This is what you were born to do, to explore new worlds," she said.

"Yes mother," Kara said.

Kara then turned to her uncle. "You will come to find me too correct?"

"Of course," Jor smiled.

Kara walked towards the ship. "I'm sorry we couldn't be there for you Kal," Lara said tearfully to the baby.

"You carry our hopes and dreams with you," Jor said to the infant.

Lara then placed the infant in the pod that took it up into the ship. The pod rotated downward revealing a small cargo space. Kara reluctantly entered the cargo space into a fetal position to make room. The cargo doors then closed.

Jor then went over to the computer console and activated the launch.

* * *

Zod kept up the fight on the ground while his aircraft started exploding in the air from government forces. "General," Faora said to him pointing at the sky.

Zod looked to see the spacecraft shooting up into the air from Jor-El's outpost. "He went to save himself?" Zod asked angrily.

"Should we shoot it down?" Faora asked.

"No, let it go. The entire planet is at stake," he told her.

Additional government ships reinforced the government's position destroying the remaining rebel craft. Zod and his dozen men continued to fight against the government guards but it was obvious the struggle was helpless.

"Lower your arms," Zod said to his men as they were surrounded.

* * *

The surviving council members including Zor-El oversaw the trial of General Zod and his men. General Zod and his men were all forced to keel in submission to the council. Jor-El was also present as a witness. The trial had already concluded and now the council would establish sentencing.

"For your crimes of insurrection and murder, this court sentences you to three hundred cycles of rehabilitation in the phantom zone," the leading council member said.

"The sentence is too light. He deserves death for his crimes," Zor-El said.

"We have no death penalty and no man is incapable of rehabilitation," the leading council member said.

"Then imprison him on the planet," Zor-El objected.

"You believe as does your brother Jor-El that the planet is doomed. Your alarmist views have no place in this court," the leading council member said.

"You are all a pack of fools, every last one of you. You should be the ones kneeling before me!" Zod shouted at them.

The leading council member raised his hand. Black liquid flowed over the criminals and then they were placed in pods. "No, please! They will escape," Zor told the council.

The pods shot up into a larger ship that began ascending into the atmosphere. Jor-El, Lara, Zor-El, and Alura could only watch as the ship went into space where it was consumed inside an artificial black hole.

Zor-El then confronted his brother. "Why didn't you say anything?"

"He saved thousands of lives Zor," Jor replied.

The two brothers gave each other sad expressions as they knew the end was near. "Be with your wife," Jor said as he turned away.

* * *

Jor and Lara went home where they waited for the end. It started with earthquakes and volcanic eruptions. Desperate Kryptonians tried to find shelter while the government continued to put forth their position that there was nothing wrong with the core. Lava plumes erupted from the surface and the ground liquefied underneath the magma. Jor and Lara waited it out as did Zor and Alura. Both saw the destruction of the capital city. Finally the planet imploded shattering the planet into pieces.

The craft with Kara and Kal continued on its path towards Earth. Both remained in deep sleep as the craft took them across the galaxy.

The craft entered Earth's atmosphere and crashed in the Yukon. The impact awoke Kara and immediately she opened the doors of the ship. Outside there was snow everywhere and in the distance was a town with glowing lights. She felt the air but did not feel cold. The wind felt like a hurricane to her ears. She saw through her glove hand the muscles and bones. Looking around, she saw the crater the craft had made.

"How am I still alive?" she wondered at the impact. There was ship debris everywhere and the ship was smoking.

She immediately opened the other compartment of the ship and saw Kal sleeping without injury. She placed him back in the ship away from the cold and considered what to do. With no other choice, Kara made her way towards the town. She was dressed in black with a black cloak around her and had her family crest on her chest. The outfit looked alien in design as if made of chain armor.

She made her way into the town and looked around. There were some houses, a bar, a gas station, and a few shops including auto mechanics. With her eyes, she would occasionally see through the buildings. She ventured into the bar and looked around.

"Look what we have here," a trucker smiled upon seeing her.

Kara looked at the men in the bar apprehensively. "Where you from?" another asked suggestively.

"Isn't she underage?" another joked to the bartender.

Kara tried to make sense of their language while being distracted by her vision and hearing. She could see the muscles and bones of each person and hear every sound in the bar. She could hear glasses clink, the pool balls being hit, and the chatter across the entire bar. She could also smell the cigarette smoke as if she were smocking herself.

"I need help," she said slowly with an alien accent. "I have a child out there," she added.

The bar patrons simply stared at her as they tried to understand her. Kara fell to her knees and started coughing blood. "Hey! Get a doctor over here," someone said as Kara tried to breathe.

The bar owner, husband and wife came down the stairs to the first floor. A few of the men helped Kara into a chair where she continued to struggle. "Get some water," the woman ordered.

Kara took sips of the water through breaths. "You said there was a child out there?" the woman asked her.

Kara nodded. "Which direction?" the husband asked.

Kara pointed in the direction of the crash. "Okay boys, let's go find it," the husband said recruiting some men.

Kara watched in awe as the men took up heavy jackets and went out into the snow. The men combed through the snow in the general direction using flashlights to spot each other. The husband came upon the crater in the snow and the space capsule.

"My God," he said to himself.

He looked over the capsule and started touching around. A part of the capsule opened revealing the infant child. The husband stared at the human like child and then back at the bar where the girl was. Looking around, he saw strange markings on the pod. The pod's emblem had the same shape as what was on the girl's clothes. The husband took the child in his arms and walked out of the crater.

Taking a flare, the husband tossed into the snow for all to see. The men turned back upon the flare signal. The husband brought the child into the bar and then the wife looked over the child. "He doesn't look cold, but his breathing is bad," she said.

Kara saw the child from where she was sitting and hoped he would be alright in the alien atmosphere. "Nice walk out there," one of the men joked as he came back inside.

"Drinks for everyone. The child is safe," the husband/owner said.

"Thank you," Kara said to them.

"It was the only right thing to do. My name is Jonathon Kent and this is my wife Martha," the husband said.

"My name is Kara Zorel," she said.

Jonathon nodded at the name while Martha gave a confused look. "Where are you from?" Martha asked.

"I think we should talk in private," Jonathon suggested.

* * *

In the evening hours when the bar was closed, Jonathon, Martha, and Kara had a chat on what had happened. "I saw the ship," Jonathon said to Kara.

"What ship?" Martha wondered.

"It is an interstellar ship from the world Krypton. My cousin and I were evacuated off the planet before it was destroyed. We are waiting for my father and uncle to retrieve us," Kara explained.

Jonathon nodded figuring as much while Martha looked shocked. "You're an alien? Not human?" she asked stunned.

"She was able to cross a few miles in the snow wearing only that," Jonathon pointed out.

"I am having trouble breathing in your atmosphere and my senses are more acute here," she said.

"We will need a helicopter to come here to pick her up," Martha said.

"If they found out who she is I don't know what will happen," Jonathon said uncertain.

"I will try to adapt to this environment," Kara said to them.

* * *

During the night and day, Kara looked over Kal. He would have trouble breathing and would cry at the slightest noise. Jonathon and Martha noticed her dedication to looking after the baby. "Here's some soup for you," Jonathon said visiting her in the guest room.

"Thank you," she said gratefully.

"We also have some clothes for you. I am not sure if they will fit you," Jonathon said placing some clothes on the bed.

"I don't feel cold," Kara said confused.

"Not at all?" Jonathon asked, his hands shaking from the cold.

"No," Kara replied.

Jonathon reminded himself she was an alien. "What would you like to do? You could go to the government?" he suggested.

"No, I should stay hidden until my father arrives," Kara said.

Jonathon nodded. "Good plan. Right now things are a little tense between nations."

"I want to know everything," Kara asked.

"Where to start?" Jonathon wondered.

"Start with the cross around your neck."

* * *

During the summer months, the ice disappeared. Kara made sure the spacecraft was buried deep in the ground so only she would be able to find it. She was still struggling with the air but with every day it was getting better. She also took hours to focus her powers. Still, she did not know the extent of her abilities.

Throughout the years, Kara did a number of odd jobs. She drove trucks, chopped down trees, and was even part of a fishing boat. On rough seas, she helped to keep the boat afloat. She wore warm clothing even though she did not feel the cold. While the men were worn out her strength remained. With each year she felt stronger in her muscles. Suddenly a wave tossed a man overboard. "Man overboard," a crew member yelled.

Kara went to the side to swim after him but was held back. "You crazy! You'll both die out there," he said to her.

Kara watched as the waves overtook the man and then he was gone in the darkness.

* * *

When Clark Kent was six years old, she decided it was time to leave Jonathon and Martha. They all knew it had to be done as Clark needed to be around kids his own age and go to school. "I will always remember you," Kara said to them both.

"You're always welcome to visit," Martha said giving Kara a hug.

"Remember Clark, truth and justice," Jonathon smiled.

Clark smiled back. "I'll miss you dad," he said.

Kara gave Clark a hurt look as she realized it had been over six years. "Well, we should be off," she said.

"They will come for you Kara," Jonathon promised referring to her parents.

Kara nodded unconvinced. She took Clark by the hand in a heavy duty truck. She then drove to Prince George, British Columbia.

* * *

Clark went to elementary school while Kara worked as a waitress. She was careful not to reveal her powers or information about her family. "I am enrolling my son," she said to the principal of the local school.

The principal eyed her suspiciously at her age and then shook his head. "Where is his father?" the principal asked.

"There is no father," Kara said vaguely.

The principal gave her a disappointed look and wrote it down on the form. "Will he need to use the bus?" he asked.

"Yes, I work," Kara said uncomfortably.

Meanwhile, in the classroom Clark felt disturbed by the noises and sights. School children were flipping through their books, tapping their pencils, chatting in the back, and so forth. Clark found it difficult to concentrate in this environment.

"We've noticed that your son shows signs of Attention Deficit Disorder. We can help you to get a prescription," the principal said helpfully.

"I don't think that will be necessary," Kara objected.

A teacher then entered the office. "Clark has locked himself in the closet, and he won't come out," she said.

The principal gave Kara a look. "I'll help you," Kara said.

Kara went down the hall and found the closet. With her X-Ray vision she knew Clark was inside. "Clark, please come out," Kara said to him.

"It's going to be okay. Just focus on me," Kara told him.

Clark focused on Kara and wasn't able to see through her. "That's it Clark, just focus on my voice," Kara said to him.

Clark calmed down as he continued to focus his eyes only on her. Kara then forced the doorknob to move allowing her in. "Clark, it's going to be okay," she told him.

* * *

Clark was bullied his first few years of school, but Kara insisted he never use his strength. One day the school bus drove over black ice, went out of control, and went over the bridge into the ice cold stream below. Water quickly went through the sinking bus. Clark swam to the back and opened the doors with his strength. He then grabbed a hold of the bus and forced it up the hill allowing the water to flow out. The kids stared at Clark being behind the bus.

Clark was brought to Kara's place of work by a local police officer and the principal. "Clark, why are you so wet?" she asked surprised by his appearance.

"His school bus went off a bridge into the stream a few miles back. Witnesses say he pushed the bus to shore," the police officer said.

"That's impossible," Kara said.

"I know, but that's what the kids saw," the officer shrugged.

"The same kids you let bully my son," Kara accused the principal.

"We just want to know the facts. Maybe it was an adrenal rush," the principal suggested.

Clark kept his mouth shut as the adults argued. "It's possible it was the current," the office suggested.

The principal wasn't convinced. "Clark, we're going home," she said taking him away.

* * *

Once they got to the apartment, Kara sat Clark down. "You can't show your powers to anyone. What were you thinking?" she questioned.

"What was I supposed to do? Let them die?" Clark asked.

Kara gave Clark a haunting look as she remembered the fisherman who was swept away. "Yes Clark, human beings die every day. You can't save them all," Kara told him.

"They were my friends," Clark objected.

"They are not your friends Clark. They are bullies," Kara said.

"Not all of them. Lana isn't," Clark said.

Kara stared at Clark wondering what to do. "We are not from here. When my uncle and your father arrive we will leave this place," she told him.

"I have a father," Clark said argumentatively.

Clark simply stared at Kara's emotional state. "If people find out about us I will have to fight to keep you safe. Do you know what that will mean?" she asked him.

Clark nodded.

* * *

Ten years later, Kara drove a bored teenage Clark through town. Kara was in her thirties but didn't seem to age over the years. Clark had grown up to be an athletic young man who never tried out for sports. "Can you pull over? I want to get some snacks," Clark requested.

Kara drove into the gas station to gas up. "Make it quick," she told him.

Clark strolled into the gas station and saw Lana Lang getting something. With his X-Ray vision he knew she was already there. "Hi Clark," she said pleased to see him.

"Hi Lana," Clark said awkwardly.

"You got a prom date?" Lane asked socially.

"No, I haven't asked around," Clark said shyly

A man then barged into the store with a pistol aimed at the cashier. "All the money now," he ordered. The man hadn't seen Clark or Lana in the back.

"Please don't," Clark said to the man.

The man stared at Clark unaware of the other two witnesses. Clark kept himself back even though he could easily stop him. The cashier quickly put the money in a bag for him. "You think you can get away with this? Not in this town," Lana spoke out.

The man took the money and then shot the cashier in the chest. He then shot twice at Lane and Clark. Afterwards, he ran out of the store and across the street. Kara heard the shots but did nothing as a man raced out of the gas station. She walked into the store and found the dead cashier and then she saw Clark with Lana.

She was on the floor unconscious and bleeding from the chest. Kara used her X-Ray vision to scan the damage. The bullet had hit her heart. Kara also noticed a hole in Clark's t-shirt. "Are you hurt?" she asked.

"You know I can't be," he said scornfully.

"She's dead Clark," Kara told him.

"Don't say that. Get an ambulance. Do something," he shouted at her.

"There's nothing that can be done. Just wait for police to arrive," she said.

"I could have stopped him. I could have crushed his gun. I could have stopped the bullet," Clark said angrily. "But you told me to never use my powers," he accused.

"There's more at stake than two humans," Kara said coldly.

"How are their lives any less than ours?" Clark raged.

"Our planet is dead Clark. Our whole race is gone. Every one of us needs to survive," Kara told him.

"How can they hurt us? Look at this," Clark said of the hole in his shirt.

"Don't be stupid Clark. The humans have nuclear weapons. My mission was to protect you," Kara argued back.

"I don't need your protection anymore," Clark said shoving Kara.

Kara slammed into the cashier desk destroying it. Immediately, Clark felt remorse and looked down at Lana's dead body. Kara's anger faded away as he saw Clark on his knees. "I'm sorry Clark," she said softly.

* * *

Years went by with both Kara and Clark wandering the Earth. They occasionally visited the Kents but otherwise made no friends or allies. They were off the grid. As they traveled in the Yukon, Kara's key began to glow.

"What does this mean?" Clark asked.

"It means there is another ship," she said.

The two split up as they looked for the ship. Kara kept Zod's key and Clark carried her family key. Clark managed to find the ship first near a US/Canadian joint air base in Elis Island. He became a stowaway as one of the contractors working on the base.

Over a few weeks, Clark used his super hearing to overhear some of the officers on the base. They had discovered a large object resembling a submarine in the deep ice. Clark then reported this to Kara who proceeded to impersonate an airman using a stolen uniform.

One day, a reporter flew in by helicopter. Clark helped her with her bags as she approached the commander of the base. Kara was with the Colonel as he showed her to her quarters. Later, Kara approached Clark. "There is a reporter here now. We must leave tonight," she said.

* * *

That night, Clark ventured out into the deep cold towards the ship. His key glowed with greater intensity as he got nearer. Using his eyes, he sliced through the ice with heat vision drilling a humanoid hole. Lois Lane followed Clark but was unaware that Kara was following her.

As Lois approached the humanoid hole in the ice, Kara grabbed a hold of her. "Who?" she said struggling. Kara broke her camera to pieces and slammed her head into the ice knocking her out. Shedding the Airforce uniform, Kara ventured through the hole.

Clark looked around in amazement as he saw the Kryptonian ship. He saw several capsules of dead Kryptonian bodies. Kara followed him inside and found the computer console. "Your key," she said.

Clark placed it in the slot and pushed down. A hologram of Jor-El suddenly appeared. "I am your father Kal," the hologram said.

"It is a hologram program from the key," Kara explained.

"Exactly. I am the inputted consciousness of Jor-El," the hologram said.

"Give me the coordinates of the colony ship," Kara ordered.

"Unknown," Jor-El replied.

"Tell me Jor-El's plan to come to Earth," Kara continued.

"There was no plan. You two were our last hope," Jor-El said.

"That isn't true. You must have had a plan," Kara argued becoming upset.

"General Zod saved a select few from Krypton's destruction. The council forbade a mass evacuation. They believed it would be waste of resources and that my theory was incorrect. I had no plan to save anyone other than the two of you," Jor-El said.

"My father said all of you would come here," Kara said angrily.

"Your father wanted to comfort you so you would be willing to go into the unknown," Jor-El replied.

"So, they never left after all," Clark realized.

"No, this program is outdated. It only knows what your father thought as we departed Krypton," Kara said.

"That is correct Kara," Jor-El agreed.

"Access star maps and coordinates for all Krypton ships. One must be on its way here," Kara ordered.

The computer screen displayed a hologram of everything within range. "There is nothing within range," Jor-El said.

Kara sank to her knees in despair. "No! Father, mother, you were supposed to come here," she sobbed.

Clark felt sorry for her as she cried. It was the first real emotion he had seen from her. Kara controlled her tears and looked at Jor-El. "Activate the distress beacon. It will lure any Kryptonian ship here," she ordered.

"As you wish Kara," Jor-El said.

"If only we had found this ship sooner," Kara said punching the wall.

"It was my wish that you would be a force for good on Earth. You could lead them to peace. The humans are a great people if they want to be. They just need the light to lead them the way," Jor-El said.

"The humans are savage creatures that kill each other in wars. They cannot be saved. Soon, one of our ships will arrive to bring us to a new colony," Kara said.

"Even the Kents?" Clark asked her.

"For every act of kindness I received I was also given disrespect. I am the daughter of a council member, one of the most powerful men on the planet. When I came here I was disrespected because everyone thought I was teenage mother without a husband. I was treated poorly by everyone I worked for and the customers I served. My only goal was to protect you from them," Kara said.

"I understand," Clark said facing her. "But I have to live my own life now. Your father isn't coming to Earth. It's time to accept that," Clark said.

"If my father is dead then I have no purpose," Kara said sadly.

"You matter to me. You've raised me and taught me everything I know. I want to know what I can do. I want to know my limits," Clark said.

"You will need a suit then," Kara said finally.

* * *

Kara and Clark found a male and female suit in one of the compartments. "The color is from an older age," Kara noted.

"I like it," Clark said of the red and blue.

"Before we begin, we should go to an isolated area," Kara advised. "Computer, take us to an isolated island."

"As you wish," Jor-El replied.

The ship lifted out of the ice to the amazement of Lois Lane and the Airforce crew. The ship then shot off into the distance. "Jam their radar," Kara ordered.

"Already done Kara," Jor-El said.

The ship landed a distance away on an isolated island near the North Pole. As they arrived, Clark was ready to experiment. Kara simply watched as Clark walked onto the snow in the Krypton uniform. "How do I look?" he asked.

"Old fashioned," Kara smirked.

Clark smiled back. He looked up at the sun and then suddenly jumped high in the air. "Computer, track Kal-El's movements," Kara ordered.

Clark jumped higher and higher and then flew through the air at supersonic speed. He had never felt anything as exhilarating as he traveled around the globe. He then increased his speed into high orbit seeing space for the first time.

As Clark flew around the globe, Jor-El alerted Kara. "A ship is approaching."

Kara stared at the viewing screen. It was a Kryptonian ship but there was something odd about it. It was a prisoner ship with a world engine attached to it. "Send a signal to that ship," Kara ordered.

"As you wish," Jor-El said.

Clark came back to the ship after his tour of the world. "I was able to see everything," he said.

"A Krypton ship is approaching Earth," Kara said. Clark frowned as he realized what that meant.

"Clark, you were raised as a human being. Your father wanted you to be a symbol of hope to this planet. That's what this symbol means," she said pointing to the S mark.

"If you want to stay and help these people I won't stop you. I won't be angry at you. I want you to be happy," Kara said.

"You've given this a lot of thought," Clark realized.

"But I can't stay with you. I have to rejoin my people and restart our civilization," Kara said.

"I understand," Clark said. "Maybe they will want to stay here."

Kara stared at the video screen of the Krypton ship. What if?

* * *

As the ship came closer, the video screen suddenly changed. The screen was static with words in different languages. "You are not alone," the voice said in different languages. "My name is General Zod. I come from a world far from yours. I have journeyed across an ocean of stars to reach you. For some time your world has sheltered one of my citizens. I request that you hand over this individual to my custody. For reasons unknown, he has chosen to keep his existence a secret from you. He will have made efforts to blend in. He will look like you but he is not one of you. To those of you who may know of his current location, the fate of your planet rests in your hands. To Jor-El, I say this: turn yourself in or watch this world suffer the consequences," Zod announced.

"Jor-El?" Clark wondered.

"He must think your father is still alive on the planet. We must go to him," Kara said.

"Tell me about Zod," Clark asked.

"He was our commander in chief of the armed forces. In our society every person is born with a distinct role. There are workers, scientists, warriors, and leaders. He was our best warrior and he protected our planet and colonies from alien invasions. When he realized our leaders would not act to save Krypton, he took over in a coup. He evacuated as many as he could before the planet was destroyed. I never witnessed what happened to him. I thought he must have perished but it seems he was imprisoned instead," Kara said.

"Can he be trusted?" Clark asked.

"I would trust him with my life," Kara replied.

* * *

A shuttle ship sped towards the Arctic and landed near the ship. Faora exited the ship with an elastic helmet on and protective earmuffs. She stared at Clark and Kara in their Krypton suits. "I am Sub-commander Faora, on behalf of General Zod I extend you his greetings," Faora said politely.

Clark nodded respectfully. "I am Kara-Zorel, the daughter of Zor-El. This is my cousin, Kal-El, son of Jor-El," Kara introduced.

"Where is Jor-El?" Faora asked Clark.

"He died on Krypton when it was destroyed," Kara said.

Faora eyed Clark sizing him up. "The two of you were the ones that were launched to Earth," she realized.

"Yes," Kara confirmed.

"General Zod would like to hear of your report Kara-Zorel. Come with me," she said.

Clark and Kara followed Faora into the ship. "We will require a breather," Kara said quickly as the ship ascended.

Faora nodded and went up a level in the ship. She came back down and placed a breather on both Kara and Clark.

The ship docked onto the prisoner ship. The three of them walked to the bridge where General Zod stood. "So, you are the son of Jor-El. What is your name?" Zod asked.

"Clark Kent," Clark said awkwardly.

"His name is Kal-El, Sir," Kara answered annoyed.

"You are Kara-Zorel, the daughter of Zor-El," Zod realized. "We tracked your distress call from an ancient scout ship."

Kara bowed her head respectfully. "My scouts have told me that the star's radiation enhances our abilities. You've been here for many cycles. What have you experienced?"

"The star's radiation and atmospheric composition gives us the ability to fly or jump high into the air. We are invulnerable to all physical objects. Our senses are also greatly enhanced. The atmosphere is livable but painful to adapt. It will require years to adapt to it," Kara said.

"I see," Zod said thoughtfully. "We have been to many of the colony worlds but all we found was death. Cut off from Krypton, these colonies could not survive. We were able to scrap together a world engine, a few shuttle crafts, and weapons. We can begin the process of terraforming this planet and creating a new Krypton," Zod said.

"What will happen to humanity?" Clark asked.

Zod gave Clark and interested look. "You were raised your whole life here. It's natural you would have attachments to the humans."

Zod turned to Kara. "What is your honest assessment Kara-Zorel: are the humans worth saving?"

Kara felt in her heart the answer was no, but Clark was looking at her for a reaction. "Yes, they are worth saving. My analysis is that human DNA is compatible with Kryptonian. There are billions of lives on the planet. Enough to provide us with enough genetic diversity to begin a new race," Kara said.

"That would dilute the race to hybrids," Zod remarked.

"Correct Sir. There are not enough left to give us the genetic diversity we require to restart our race," Kara said.

Zod turned to Jax-Ur. "She is correct. There are only three females on board including this one," he said.

Zod nodded realizing what must be done. "What do you recommend to bring back New Krypton?" Zod asked Kara.

"The fourth planet in the system is ideal," Kara replied.

"The fourth planet has significantly less mass and its atmosphere is nearly non-existent. It would take considerably more time to terraform than the Earth," Jax said.

"But it is possible?" Zod clarified.

"Yes," Jax replied.

"Let's go down to the surface," Zod said summoning Faora and Non.

* * *

The shuttle craft landed in the Arctic near the scout ship. Zod looked around and then felt the snow with his bare hands. Faora glanced at the terrain unimpressed while Non said nothing while wearing a battle helmet.

"Let's see what you can do Kal," Zod said casually motioning for Non to walk over to him for a fight.

"I will spar with him," Kara interjected.

"That wouldn't be proper: Faora," Zod said.

Faora smirked as she confronted Kara. "I don't know about this," Clark said to her.

"I have greater control of my powers than you will ever know," she shot back.

Faora got into a fighting stance and swung at Kara missing her each time. Kara kicked Faora into the snow easily. Frustrated, Faora got back up and leaped towards Kara. Amazed by her powers, she didn't notice Kara meeting her in the air. Kara swatted Faora down sending her into a rock formation.

"Retrieve her," Zod said alarmed to Non.

Faora threw the rocks off her unharmed. Faora looked at the destroyed rock formation amazed. "I have powers beyond reason," she said to herself.

Kara dropped down next to her with a thud. Faora got into a fighting stance and then sped across the ice. Zod and Clark watched intently as Faora chased after Kara. Faora had increased her speed dramatically, but Kara was still dodging her attacks. Kara then took hold of Faora's cape and threw her across the sea. Faora skipped off the water and realized she was floating off the water.

Kara aimed and fired heat vision across the ocean. Faora blocked the red beams with her armored gloves creating a flash of light. "Well done Kara," Zod praised ending the duel.

Faora walked calmly but cautiously over the water back to the island.

US helicopters attracted by the commotion arrived on the scene and spotted the five Kryptonians. Zod stared at the flying vehicles using his vision to see into the mechanics of the aircraft. "Naturally they use these machines to fly like we do back on Krypton," Zod realized.

As he stared at one of the helicopters twin red beams blasted the tail off. Zod closed his eyes in pain. "I'm going down," the helicopter pilot said as the helicopter fell towards the ground.

Clark flew up and grabbed the helicopter to steady it. The other helicopter opened fire on the Kryptonians with a rain of bullets. Non got in front of Zod shielding him from the bullets. The high caliber bullets punched into the armor but did not hurt Non.

Clark struggled with the helicopter but managed to settle it on the ground. The first helicopter fired missiles at the Kryptonians blasting ice into the air. Kara fired heat vision on their missile launchers and guns melting them.

A second Krypton ship came to the scene and targeted the US helicopter. "Stand down," Zod ordered. It was too late to give the order. The Kryptonion ship fired on the second helicopter sending it to the ground. Clark rushed to the second helicopter and tore the door off freeing the occupants inside from the smocking wreckage. The four Kryptonians stood by as Clark pulled the pilot and commanding officer out of the helicopter. The Krypton ship stayed low to the ground as the situation was assessed.

A Colonel pulled a pistol on Clark and fired on him. The bullets merely bounced off his suit. Stepping back in amazement, the Colonel took out a knife to defend himself.

"I am not going to hurt you," Clark said to the Colonel.

A disoriented Lois Lane looked Clark. "I know you. You were at the base," she said.

"Who are you?" the Colonel demanded.

"I'm a friend," Clark said.

The four Kryptonians advanced on the fallen helicopter and crew. "I am General Zod. I take full responsibility for what happened. It was an accident," he said.

"You call that an accident?" the Colonel said outraged.

"Your world is strange to us. We have not yet adapted to your environment. I apologize to you and your men," Zod said.

The Colonel stared at the five Kryptonians and the alien shuttle hovering. "Apology accepted," he said nervously.

* * *

The alien shuttle transported the airmen to the base. The airmen pointed their rifles at the alien shuttle as it landed but lowered them once the Colonel came out. "It's alright," he said putting his hands up.

Zod looked over the installation and then turned to the Colonel. "You will be taking orders from me now."

"Like hell," the Colonel resisted.

"General," Kara objected.

"While we were in orbit we were able to analyze human culture and history. This planet is divided and continual war with itself. We will bring order to this planet and take it to its next evolutionary stage," Zod said.

"Allow humanity to grow on their own. If you take control they will never learn for themselves," Clark argued.

"I understand your position Kal, but I have seen enough death for a lifetime. I saw the remains of Krypton once we were free from the phantom zone. I will not see further bloodshed here," Zod said.

"They will not cooperate," Clark said to Zod.

Zod turned to the Colonel. "Your men will disarm."

Two shuttles circled overhead and the Colonel knew his men were no match. "I surrender," the Colonel relented.

"Cut their communications," Zod ordered Faora and Non.

"General, let us bring this woman with her to the ship," Clark suggested eyeing Lois.

"What for?" Zod wondered.

"We should see if she is compatible," Clark said.

Zod looked at Kara confused. She gave nothing back. "Very well Kal," Zod agreed.

The Colonel frowned as there was nothing he could do. "I'll be alright," Lois told the Colonel as she went with Zod, Kara, and Clark.

The shuttle shot up into the sky towards the main ship.

* * *

"You will need this," Kara said to Lois as she placed a breather on her. She then turned to Clark.

"Why have you done this?" Kara wondered. She then used her eyes to X-Ray Lois' jacket. It had the name Lois Lane on her press pass.

Kara eyed Clark realizing the true purpose. "This is a dangerous game," she said.

"They need to be warned," Clark said.

"It doesn't matter in the end," Kara told him.

"Will you help me or not?" Clark asked.

The shuttle arrived at the ship. Kara escorted Lois to the bridge. "Have her tested for compatibility," Zod ordered Jax.

Jax took a scared Lois aside. Zod then turned to Kara. "The world engine was designed for terraforming but it can also be used as a weapon. The gravity beam can destroy entire cities. I want this world to see a demonstration of its power," Zod said.

Kara looked over a hologram of the Earth. She looked at Clark and then back to the map. "Here. It is an uninhabited island. Destroy the island as a demonstration," Kara suggested.

"Will the humans see it?" Zod questioned.

"They will come as it lands," Kara assured him.

Zod nodded and turned to one of his men. "Release the world engine," he ordered.

The world engine detached and slowly descended into Earth's atmosphere. Meanwhile, Jax placed Lois on a medical table and took a blood sample. "What are you going to do with me?" Lois asked as she struggled.

"You must remain a prisoner until the General says otherwise," Jax replied.

Jax left the room leaving Lois alone. Kara then entered the room and looked over Lois. Kara sighed and released her restraints. "Come with me," Kara ordered her.

"Why are you helping me?" Lois asked as Kara dragged her to an escape pod.

Kara went into a room with several escape pods. "Get in there," she ordered Lois.

Lois complied getting inside. Kara closed the doors and then sent off multiple escape pods off. Zod was immediately aware of the launches.

"Shoot them down," Zod ordered.

A confused Clark watched as the escape pods descended into Earth's atmosphere. The ship fired on the escape pods destroying a few of them before they entered the atmosphere. Clark clutched Zod angrily. "Why did you shoot them?" he demanded angrily.

"It's not time to reveal our plan," Zod said struggling against Clark.

Clark was suddenly thrown to the ground by Kara. "Know your place Kal," she said.

* * *

Faora and Non advanced on the base. The base was already jammed by the shuttles, but Faora and Non wanted to make it permanent. "Right this way," the Colonel said leading them around the base. Faora and Non casually walked with the Colonel. They then found themselves in a clearing with helicopters in the air.

Faora stared at the Colonel in disbelief. The helicopters fired on the two Kryptonians causing an explosion. Armed airmen fired on the Kryptonians and grenades were thrown.

Explosions knocked the Kryptonians to their knees. Their breather helmets were damaged by the blasts and no longer functioning. Faora felt a painful sensation as she heard each individual bullet and couldn't control her X-Ray vision. Non recovered faster and jumped towards a helicopter. He smashed through the helicopter and tossed the pilot out. The helicopter came down in an explosion.

The airmen continued to advance firing at Faora's armored suit. She turned against them and slammed each individual airman within a second. The shuttle fired on the base destroying the trailers and cutting power. The remaining helicopter fired on the shuttle causing explosions on the hull. The shuttle fired back destroying the helicopter completely. On the ground, Non crushed any airman around him while Faora used her speed. When the battle was over, Faora confronted the injured Colonel.

"A good death is its own reward," she said taking out a knife.

The Colonel struggled to get to his feet and then stood tall. Faora nodded in respect and sliced through him.

* * *

Lois escape pod shot through Earth's atmosphere and then reverse rockets slowed it down. The pod landed roughly in a field of corn. Lois exited the pod shaken by what had happened. Looking around, she saw a freeway nearby.

Getting a ride to the nearest gas station, Lois made a call to her editor. "Perry, the aliens are hostile. The Earth is under attack. I need you tell whoever you know in the Pentagon and the White House," Lois said.

"How do you know?" Perry asked.

"I was in their ship. I am in the middle of Kansas, so I can't get to Metropolis until tomorrow. This is important Perry," Lois said.

"Alright, I'll make the calls. I'm putting a lot of trust in you Lois. The streets are mayhem here," Perry said.

"Here are the coordinates to where the alien ship will land," Lois said and then gave the coordinates.

* * *

The world engine dropped on the Pacific island with a powerful thud sending debris high into the air from the impact. "The world engine has deployed," Jax informed Zod.

"Prepare the demonstration," Zod ordered. "Prepare my shuttle," Zod added.

The world engine rose from the ground and powered up its engines. US aircraft carriers and Australian ships were already on the scene. Jet aircraft sped towards the world engine. Zod's shuttle along with Faora's accelerated across the planet towards Washington DC.

Fighter jets flew to intercept the shuttles but their missiles were shot out of the sky. The shuttles fired at the jets disabling them. The pilots ejected as their jets exploded underneath. The shuttles then fired on platoon defending the White House scattering the soldiers. Faora and Non crashed into the White House itself and searched for the American President. Zod joined them next and let the shuttle pilot fly away. Soldiers fired on the three Kryptonians without effect.

"Just disable them," Zod ordered.

Faora nodded and went through the soldiers with ease taking away their weapons. Non rocked the foundations of the structure by punched through the walls and pillars. Zod casually walked through the White House as Faora and Non fought the soldiers off. Zod then entered the oval office and was hit with gun fire. Zod quickly disabled the soldiers and advanced on the President.

* * *

American and Australian aircraft fired on the world engine but the missiles shot towards the ground due to the gravity beam. The fighters tried to get closer but soon found themselves losing control of their craft. Navy ships fired missiles at the world engine but they also sank into the island.

Jax on board the ship in orbit inputted the order. The world engine fired on the island causing an explosion of dust and water that overwhelmed the fleet. Huge waves rushed towards the fleet. The impact of the beam shattered the windows of the ships and shook the sailors on board. The island was completely destroyed by the beam and was covered over by water.

* * *

The President simply stared at Zod as his men worked to verify what had happened. "What do you want from us?" the President asked Zod.

"Your planet is divided and does not serve a unified purpose. Your planet is in continual warfare and you cannot even manage to feed your people. I will give you orders and you will follow them. If you refuse your people will suffer," Zod said.

"Mr. President, the island has been destroyed and the Pacific fleet is in ruins," a General informed the President.

"What must I do to bring peace to the world?" the President asked.

"You can start by kneeling," Zod replied.

* * *

Jax ordered the ship to send a transmission to the entire planet's media. "My name is General Zod. The President of the United States has surrendered to me and in time all nations of the world. I do not do this to for my own personal gain or to oppress you. I will establish justice in your world providing food to the hungry, medicine to the sick, and peace where there is war. Under my leadership, humanity will be united in a common cause. As my first order, I order all the nations of the world to disarm. Failure to comply will result in grave consequences," Zod said through all media outlets.

The ship in orbit then began to move on its own. Jax worked the controls and gave Kara a confused look. "What's wrong?" Kara asked.

"It's not accepting my commands. I have lost control," he said.

"Fix it," Kara stressed.

"It's blocking my commands," Jax said flustered.

A hologram of the Earth appeared and a course was plotted towards the most populated city in the United States. "It intends to destroy the city of Metropolis," Kara realized.

"Why?" Clark asked alarmed.

"It's beginning terraforming procedures," Jax revealed.

"Is it Zod?" Clark asked suspiciously.

Jax sent a link to Zod. "General, the ship is beginning terraforming procedures and I cannot stop it. I have been locked out."

"Do what you can to fix the problem," Zod said calmly.

"We're out of time," Jax replied.

The ship entered Earth's atmosphere and floated its way to Metropolis. The world engine in the Pacific became active again and sent a gravity beam into the planet. Zod turned to Faora and Non. "Go back to the ship," he ordered.

Kara worked with Jax on the controls but nothing worked. "We will have to disable the phantom drive," Kara said.

"We require that to power the ship and the hyperdrive," Jax objected.

"Thousands of people could die," Clark said to him.

"Thousands of humans," Jax replied disrespectfully.

"If you won't do it I will," Kara argued.

A half dozen Kryptonian soldiers entered the bridge on Jax's orders. "The loss of human life is regrettable, but I have a duty to preserve the integrity of the ship," Jax said.

Clark confronted Jax but was immediately stunned by the Kryptonian rifles. Clark got back to his feet and tried again only to be stunned once more. As the Kryptonians concentrated on Clark, Kara fought with one of the Kryptonians taking his rifle. Changing the settings, she blasted out the window. Immediately, fresh air entered the bridge. The Kryptonians started coughing from the air and the sun's rays entered the ship.

Clark regained his strength and slammed Jax against the wall. The Kryptonians fired on Clark but the firing had little effect on him now. Clark disarmed each of the Kryptonians knocking them to the floor. Kara also disabled two of the Kryptonians.

"We can't stop it from here. Evacuate as many as you can. I will try to shut it down internally," Kara said to Clark.

Clark nodded. "I love you…Clark," Kara said awkwardly.

Clark embraced her. "We can do this," he smiled.

Clark then shot out the window of the bridge and flew a distance away from the ship. To his horror he saw the damage caused by the ship. Cars were picked up and then violently thrown down by the gravity beam. Entire skyscrapers were crumbling by beam's power.

The US Air Force fighter jets shot towards the ship to take it down. As before the missiles were being thrown down to the ground causing explosions in the city. Faora noticed a squadron of fighters firing at the ship.

"Human aircraft has engaged our ship," she reported.

Zod stared at the President. "You gave me your word. Your nation will suffer the consequences," Zod said angrily.

* * *

Missiles from a dozen submarines fired into the air high into the atmosphere and then came back down on top of the world engine. With the gravity beam turned downward the missiles went straight for the top of the world engine. The world engine's automatic defenses sent out metallic tentacles to stop the missiles. Destroyers and fighters fired a rain of missiles into the air that eventually fell back down in a rain of fire. The tentacles were able to destroy several of the missiles but the ICBMs were coming through.

"It was a pleasure serving with you," the Aircraft Carrier captain said to his men.

There was a brilliant flash of light as several nuclear weapons hit the world engine. The world engine was vaporized on the spot as a heat greater than the sun hit it. The heat vaporized the Pacific fleet in an explosion that could be seen miles away.

Faora noticed the world engine had been destroyed. "The world engine is no longer responding," Faora said.

Zod turned to the President who had simply been standing. "You are not the President," Zod realized.

* * *

Despite the world engine destroyed, the other ship continued the gravity beam and terraforming process. Faora's shuttle engaged the fighters destroying the jets not already destroyed by the ship's gravity beam. Clark hit the shuttle entering the cockpit. "Kal-El?" she realized.

Clark fired heat vision inside the cockpit destroying the equipment. The shuttle immediately came down by way of the gravity beam. Clark flew out of the shuttle as it fell to the ground and became crunched. Faora and Non barely escaped leaping out of the shuttle at the last moment.

Faora and Non dodged flying cars and debris caused by the gravity beam. They moved one step at a time as they resisted the gravity beam's pull.

Inside the ship, Kara bashed open several compartments within the ship and fired on the wiring in an attempt to stop the gravity beam. The ship responded by sealing doors and pushing Krypton gas into the rooms.

"Kara Zorel, why do you persist in preventing my function?" a robotic voice asked.

"You were given an order to power down. Comply with this order," Kara said feeling weaker.

"You are not authorized to give me commands Kara Zorel. I am following terraforming procedures," the computer said.

"The ship is under General Zod's authority. On behalf of General Zod, I order you to power down," Kara said.

"Negative. General Zod was never given authorization. He was only made to believe so. General Zod is a criminal for insurrection and murder on Krypton," the computer said.

"Krypton is gone," Kara replied.

"Irrelevant," the computer responded. "My mission is to terraform worlds. I will perform my primary function."

Kara realized negotiating with the computer was fruitless. "I was born on Krypton. I can withstand this," she said.

"Indeed, Kara Zorel. Can you survive without air?" the computer asked.

The air was sucked out of the room dramatically increasing Kara's internal pressure. Kara fell to her knees as she crawled around the inside of the ship. She was able to live in space for a brief time and she would need all the time she could get.

* * *

Clark readied himself for an attack on the ship. As he flew up, Faora and Non tackled him to the ground. "You have to let me stop it!" Clark shouted at them.

Non merely grunted and tried to slam Clark. Faora was quick with a succession of jabs. Clark backhanded Faora sending her into parking lot garage destroying its foundations. Clark then punched at Non, took him up into the air, and threw him down into a tanker that exploded. Faora burst out of the rubble bleeding from her head. Her helmet was broken but she was determined to stop Clark. She sped towards him and fought him in close combat. Faora was a better martial artist, but Clark was stronger. He punched her into a bus stunning her. Non leaped up and slammed Clark underground. The two fought underneath the city. A gas explosion from their fighting and gravity beam super-heated Non's armor. Clark braced for the extreme heat and managed to cool it down with his breath. He then punched Non back onto the surface. Non fell to the ground hurt. His armor was smoking from the gas explosion.

Clark took off Non's armor and threw it aside. Non grimaced from the pain but his skin was no longer burning. Clark then looked over at Faora who was bleeding from her face. The gravity beam was about to engulf them all.

"Leave me Kal-El," she said weakly.

Clark picked up Faora and then took a hold of Non by his collar. Flying into the air, he took them a distance away from the gravity beam.

* * *

Meanwhile, police and National Guard were working to evacuate as many as they could from the ship. Clark gathered civilians into a bus and then carried it away from the beam. General Zod flew to a skyscraper in Metropolis and surveyed the damaged. He then saw Clark working to evacuate the people away from the beam.

Zod flew into the control room of the ship where Jax struggled to stand. "Report," Zod ordered alarmed.

"The ship initiated terraforming on its own. I do not know how to stop it," Jax replied.

"Where is Kara?" Zod asked.

"She is in the interior of the ship in an attempt to stop the gravity beam," Jax said.

Kara crawled through the ship and saw a room filled with light from an intense energy source. Kara felt wave after wave of energy coming from it. Her vision was distorted and her strength was gone. She walked over to it and placed her hands in the beam. Her face was distorted from the energy discharge as if she were becoming sick or older.

Zod entered the chamber and saw what Kara was doing. "Stop this! You will destroy the ship. This is Krypton's last chance!" he shouted at her.

Kara ignored Zod and continued to redirect the energy surge. The reactor exploded in a fireball that could be seen outside the ship. Clark stared in amazement as the gravity beam turned off. Zod angrily kicked Kara through the walls of the ship.

Clark saw Kara shoot out of the ship. Seeing that she was hurt, he flew to bring her down to the ground. Clark brought Kara to the ground and looked over her. Her suit was torn and her face looked deathly pale. Zod looked down on the two of them and then leaped over towards Clark.

Clark glared at Zod as he walked closer to them. "The damage to the ship and the destruction of the world engine prevents us from terraforming this planet or any other. Do you know what this means Kal? Krypton will be lost to us forever," Zod said angrily.

"Krypton had its chance. Look at the destruction you have brought," Clark accused.

"I never wanted any of this Kal. A malfunction in the computer initiated terraforming without my orders," Zod said.

"You are responsible for the lives lost," Clark said.

"Human lives Kal. I was born to protect the people of Krypton. That was the reason for my birth and everything I do no matter how violent or cruel is for the greater good of my people," Zod said.

"You wanted to rule this planet, but you can't even control your own ship. Leave Earth and don't come back," Clark said.

"You will not give me orders son of Jor-El," Zod spat. "My officers and I were sent to the Phantom Zone to be imprisoned for eternity in a black hole, because I dared to save those I could from the destruction of our world. No doubt her father sabotaged my ship," Zod said angrily at Kara.

Clark looked over a sick looking Kara. Zod also looked over at her with concern. "I don't know what we can do for her," Zod said sympathetically.

US fighter jets suddenly flew by the broken ship. Zod watched the jets as they circled around. "Don't Zod," Clark objected.

Zod ignored Clark and flew up to intercept them. Clark flew to stop him as he approached the fighters. The fighters targeted the ship and fired missiles. The missiles slammed into the ship causing explosions on the hull. Zod went underneath one of the fighters and punched through it. Grabbing the fighter, he threw it into a building. Clark backed off and grabbed the fighter as they both hit the building creating an explosion of glass.

Zod went after the next fighter and sliced off the wing with his heat vision. The fighter went into a spin and Zod went after the next one. Clark saw the spinning jet and raced to block it from hitting a building. The pilot ejected at the last moment and Clark grabbed the fighter. The two objects fell into a newly formed ground zero and exploded. The third fighter fired missiles into the ship causing it to become unstable on its three legs. Zod aggressively engaged the fighter from behind destroying its engines. The pilot ejected as the fighter exploded in the air.

Clark flew up and sped up to Zod punching him hard through the air and then a second punch sending him across the city. Clark took hold of Zod and flew him a distance away from Metropolis. Zod struggled against him and the two of them crashed into the Appalachian Mountains. Zod punched Clark away and tried to fly back. Clark grabbed Zod and the two rotated in the air until they both slammed into a hill spraying dirt into the air. Zod struck Clark with combat movies blasting Clark into dozens of trees. Clark punched Zod back shooting him into a lake.

Clark descended on the lake and blew on the lake. The water froze on the spot encasing Zod. Two red beams blasted out of the ice and the ice started to move. Clark blew on the lake to reinforce the ice but it was not enough. Zod cried out as he broke through the ice and took hold of Clark's cape. He whipped Clark around and threw him into the ground. Clark impacted forming a crater. The two stared at each other as they were out breath. Both were bleeding and their suits were tattered. Zod grimaced as he felt the injuries inflicted by Clark.

"I'm not your enemy," Zod told Clark. "I must protect my people," he said. Zod sent heat vision into the forest all around him creating a large forest fire. Clark looked around in shock as nearby towns would be consumed by the fire.

"Goodbye Kal," Zod said and then flew off back to Metropolis.

* * *

Meanwhile, fighter jets blasted the ship knocking it to the ground. Additional missiles shattered the ship spraying metal everywhere. The Kryptonians looked around dismayed and hurt from the attacks. "Permission to engage," the pilot asked command.

The real President in a bunker looked at the destruction of Metropolis. "Engage," he ordered.

The fighters targeted the Kryptonians at ground zero and fired all of their missiles. Zod flew to ground zero and looked at his ship in shock. Missiles shot towards his injured men. Looking at his men and then the rain of missiles, Zod stood his ground and raised his hand.

The missiles came down creating a powerful explosion. Zod's armor flew off him from the impact and the fires roared around him. As the explosion cleared, the fighters circled around. Zod's black suit was torn and his face bloodied and bruised. His right shoulder was broken and bleeding from the impact. He had managed to shield his men from most of the damage.

US Army soldiers went through the wreckage and pointed their rifles on the Kryptonians to finish them off. Tanks also rolled through the streets and pointed their guns on the Kryptonians.

* * *

Clark went across the forest blowing cool air on the fires and rescuing those in cabins. "Who are you?" cabin dwellers asked him.

Clark was at a loss for words. "Superman," he smiled and then flew off.

Superman shot towards Metropolis and landed on ground zero. Superman looked around saw that the ground zero was surrounded by troops and armor. Helicopters were in the skies and occasionally jets would circle around.

General Swanwick in combat gear motioned the order. US troops fired on Superman and the other Kryptonians. The bullets merely bounced off his suit. Tanks fired blasting Superman back a foot. Helicopters fired missiles blasting dirt and ash into the air. Superman took the abuse unharmed by the fire power.

"Target the other ones," General Swanwick ordered.

Clark quickly realized Kara was being hit with bullets and artillery shells. Clark turned his back to the US army to protect her.

"My mission was to protect you. Leave me Clark," Kara said weakly.

"I'll protect you this time," Superman told her.

Superman felt his cape and suit being ripped from the gun fire and explosions. Once they ran out of ammunition, the US army stopped firing. Clark then noticed someone standing next to him. "Cease fire," General Swanwick ordered.

Superman looked up and saw a nervous looking Lois Lane in front of him. "Move back to the line," General Swanwick ordered.

"No General, this one told me their intentions. They're not here to kill us," Lois said.

"I have my orders," Gen. Swanwick said dismissively.

"Then you'll have to kill me too," Lois said determined.

"We will not hesitate to fire on you," Gen. Swanwick told her. As he was speaking the soldiers and trucks were reloading their ammunition.

Superman fell to the ground hurt from the fire power. Lois looked over him as he struggled to stand. "Tell them," Lois pressed him.

Superman got back to his feet and walked with Lois towards the US army. "There's been a terrible mistake General."

"Elaborate," Gen. Swanwick held off fire.

"The computer on their ship began terraforming without their permission. The world engine in the Pacific was only meant to demonstrate their power," Superman said.

"Thousands of men died to destroy that thing," Gen. Swanwick said angrily.

"I know General. None of this was supposed to happen. They wanted to make the Earth a better place by uniting the planet," Superman said.

"The only thing they have done is unite us against them," Gen. Swanwick gritted his teeth.

A weakened Zod limped towards the line and approached General Swanwich. "I am General Zod. I am responsible for everything that has happened. I will accept full responsibility. Spare my men," he said.

"That is not my decision to make General," Gen. Swanwick said.

Zod looked at the destruction of the city and the US army staring at him. He looked at Superman, Kara, the remains of his ship, and his injured men. "I have failed you. I'm sorry," Zod said remorsefully. His men all stared at him attentively.

Zod let a dagger fall from suit. The troops immediately took aim. Zod quickly cut into this throat with the knife and fell to his knees. "No Zod!" Superman shouted as Zod fell.

Gen. Swanwick was moved as Superman tried to stop the bleeding. "Your father would have been proud of you Kal," he gasped and then coughed blood.

Superman tried to put pressure on the wound but Zod was fading. Zod closed his eyes and fell to the ground dead.

Superman stood up and stared at his bloody hand in shock. The US President in the bunker watched the scene unfold and pondered what to do. Gen. Swanwick listened through his ear pierce. "Stand down," he ordered.

"Thank you General," Superman said thankfully.

"Thank the President. Don't betray our trust," Gen. Swanwick replied.

The ship then started moving. Superman and Gen. Swanwick stared into the distance as something was moving from the ship. It was mechanical but appeared humanoid. Its face was that of a skull but there were three orbs on its forehead. The being threw wreckage aside and advanced on the Kryptonians. It took hold of a fearful Jax. Radiation poured onto Jax weakening him. The cyborg took hold of Jax's neck and snapped it.

Faora struggled to her feet and walked towards the cyborg. With the last of her strength she sped towards the cyborg. She swung at the cyborg missing it. The cyborg punched Faora devastating her. The cyborg took hold of Faora's neck to crush her. Superman punched the cyborg to the head releasing her. Superman punched the cyborg to the midsection forcing the cyborg back a few steps.

"Kal-El, son of Jor-El," the cyborg addressed him. "I am not programmed to kill you but do not interfere," the cyborg said.

"You caused all of this. You began the terraforming," Superman accused.

"Of course. I embody the programing of the ship. It was your father that built it," the cyborg revealed. "I will gather the necessary resources and terraform Krypton."

"No, I will stop you," Superman promised.

"I will now execute these criminals as Zor-El intended," the cyborg said.

Kara was on her feet walking slowly towards the cyborg and Superman. "What did you say?" she asked it.

"Kara-Zorel, daughter of council member Zor-El," the cyborg addressed. "Your father realized the council was going to imprison these criminals rather than allow them to die on the planet with the rest of the population. The council did not believe Krypton would be destroyed. Knowing the council's decision, he programed me to create a new Krypton and then execute the criminals. General Zod believed he had control of the ship, but I was always in control," the cyborg said.

Kara stared at the cyborg in shock. "Zor-El is dead. You will obey his daughter's orders," Superman said.

"She is not authorized to give me orders. I have become self-aware Kal-El," the cyborg replied.

The cyborg then advanced on an injured Faora. It lifted its foot to crush her head when Superman put the cyborg in a headlock. "A primitive technique," the cyborg said and threw Superman off.

The cyborg opened its chest compartment revealing a glowing green substance. Superman immediately felt sick from it. The object stared glowing as the cyborg powered up. "You have interfered with my mission for the last time Kal-El," the cyborg said.

Superman stood his ground and prepared for a strike. The cyborg fired a green beam of light at Superman but Kara got in the way. The beam sliced through her chest. Kara fell to the ground devastated. "Unexpected development," the cyborg said coldly.

"No," Superman said as she fell.

Angrily, Superman charged the cyborg even though he was losing strength. With his will power he tore the glowing green object out of the cyborg's chest throwing it aside. The cyborg punched Superman to the face. Superman fired heat vision into cyborg's inner compartment creating sparks. The cyborg fired from its eyes shocking Superman. The cyborg then punched Superman away. The three globes on the cyborg's head became active. The helicopters and jets suddenly fell out of the sky.

Superman saw the helicopters and fighters falling towards the ground. "You might want to attend to that," the cyborg said.

Superman struggled with the decision and shot off to save them. The cyborg then advanced on the injured Faora ignoring Kara. "I will not be killed by a machine," Faora said resisting the cyborg's arm.

An arm suddenly burst from the cyborg's chest. "Impossible," the cyborg said as fluid started leaking out.

"You made a fatal miscalculation," Kara said as she withdrew her hand.

The cyborg released Faora and turned towards Kara. "I must complete my mission," the cyborg said kicking Kara away.

A weakened and injured Non charged the cyborg hitting it with his shoulder. The cyborg struggled against Non as he clutched the cyborg's neck. The Cyborg grasped Non's arm and with the left was ready to give him a lethal blow. Faora grabbed the left arm as Non tightened his grip. With a grunt of effort, Non pulled the cyborg's head off and tossed it aside. The three orbs on the cyborg's head flashed desperately and then faded. Non fell to the ground exhausted.

Superman raced after the fallen helicopters as the jet pilots ejected. Fighter jets fell into the city causing huge explosions. Superman took hold a helicopter and brought it safely to the ground. "Thanks," the dazed pilot said to Superman.

Superman nodded and then flew off back to ground zero. He found Kara and held her up from the ground. "This is my fault," she said weakly. "My father's guilt."

"No, you weren't responsible for this. You made it right," Superman said to her.

Lois walked through the debris and looked over Kara. "We need a medic," she shouted to the line.

Gen. Swanwick hesitated but then nodded his consent. A medical team ran out onto the field. Kara struggled to breathe and she was bleeding from her chest. "You live Clark. I have completed my mission," she said and then stopped breathing.

"No Kara," Superman said looking for a pulse. He tried to scan her body but couldn't. He placed his hands on the S crest and pushed down. Lois watched helplessly as Superman tried to revive her. Medical teams went over to Superman and Kara. "She's not breathing," Lois told the medics.

The medics placed pads on her chest and shocked her. Faora stared blankly as the medics tried to revive Kara. "A good death…," she said softly and then stopped herself. She turned away in sadness and walked over to her men.

The medics tried a few more times and found no pulse. "I'm sorry," the medic said.

Tears fell from Superman's eyes as he looked over her broken body. He picked up her body and looked up at the sky. Suddenly he shot into the air and away from Metropolis. He dropped down into an ice wasteland. He fell to his knees and gritted his teeth in grief.

"NO!" he shouted into the empty wasteland.

* * *

Faora walked over to Gen. Swanwick. "I am in command now. I thank you for your assistance in this unfortunate matter," Faora said and then walked off.

"You think you can just leave?" Gen. Swanwick said outraged.

Faora didn't reply. She turned to her men. "All those who can fly, take with you someone that cannot. Follow me," she ordered.

The Kryptonians gathered their ranks and then flew off into the sky.

"Do we pursue?" Gen. Swanwick asked through his ear piece.

"No, stand down and help those that are injured," the President ordered.

The President then turned to his advisers. "This has been a trying time for our country gentlemen. The American people need to know we can protect them. Prepare a press conference and bring that Daily Planet reporter Lois Lane in for questioning," the President ordered.

"Do we pursue the aliens?" a General asked the President.

"Their ship is destroyed and many of them were killed. We will negotiate with them but from a foundation of strength," the President Lex Luthor said.

* * *

Superman placed Kara in one of the scout ship's capsules and placed it in the ground. A large tombstone from a nearby piece of rock was placed as a memorial. Superman carved into the rock the name: Kara-Zorel, Daughter of Krypton.

A healed Faora dropped down and stared at the memorial. "What practice is this?" she asked.

"Humans memorialize the dead to remember them by," Superman said.

Faora looked over the stone. "General Zod and the others who died were thrown into the sun. They would have wanted it that way," she said.

Superman nodded. "Even with the scout ship we cannot colonize other worlds. We now lack the moral authority to give the humans orders. What do you suggest we do?" she asked.

"Stay out of the way of human affairs and occasionally show small acts of kindness to those in need," Superman suggested.

Faora considered that thoughtfully. "Will you join us Kal-El?" she asked.

"I am Kryptonian by blood, but I am not one of you. I never was. I must choose a different path," Superman said.

Faora looked uncomfortable as she stared at Superman. "I hope we meet again Kal-El," she said finally and then flew off.

* * *

Clark made his way to the Kent's residence in civilian clothes. They saw him coming and opened their doors. "We saw what happened on the news. It's terrible," Jonathon said.

"I know. Kara is dead," Clark said.

"I'm so sorry," Martha said embracing him.

"She's in a better place Clark," Jonathon told him saddened by the news.

"I know," Clark grimaced.

"What will you do now?" Martha asked.

"I have to atone for what has happened, but I need a job that can allow me to know what's happening in the world," Clark said thoughtfully.

"Like a reporter?" Martha suggested.

Clark nodded. "I think I'll try it."

* * *

Clark Kent walked down the streets of Metropolis in a new suit and wearing thick eyeglasses. He ventured into the Daily Planet office building and took the elevator to the top floor. As he walked through the cubicles, he met with Perry White. "Lois, this is Clark Kent. Show him around and tell him what we do here," Perry said introducing them.

Lois stared at Clark as she recognized him. "Welcome to the Planet."


	2. Chapter 2

**Man of Steel II**

A man in a black trench coat casually walked down the street towards Bank of Metropolis office building. He entered the bank and approached the teller. "I need some money," he said with a serious expression on his face.

"Do you have an account with us?" the teller asked.

"No, open the vault and I'll take what I need," the man said.

The teller didn't see the man holding a weapon. "Is this a joke?" she asked uncertain.

The man smiled and then suddenly red beams blasted the teller. The beam went through her and blasted the back of the wall. "No, it is not," the man said and then walked through the broken counter. Security guards rushed to the scene but were turned to ash as soon as they were in sight.

"Tell me where the vault is and I'll let you live," the man said.

The bank manager pointed out the vault. "Thank you," the man said and then blasted the bank manager into ash.

With his fist, the man tore through the vault door and swung it off its hinges. Looking inside, he saw a large stack of money. He touched the stacks of bills and placed a few stacks into his pockets. Satisfied, he then blasted the bank vault with heat vision burning the money to nothing.

As he exited the bank, police cars were on the scene. The police officers had their guns on him. The man stared at the police officers and then hit them with heat vision. The cars exploded and melted instantly and the police officers were turned to ash. The man then walked through the wreckage and went on his way.

* * *

Lois was busy catching Clark up to speed at the office. Clark speed read the documents and started typing rapidly. "Not too fast," Lois said hoping no one saw.

Clark nodded and slowed down his typing to 100 words per minute. The television then turned to Breaking News. "Ten people are dead at the Bank of Metropolis building after an apparent bank robbery. Surveillance cameras recorded this scene," the news reporter said.

Clark and Lois stared as they saw a man punched through the bank vault and rip it off. "The dead are five bank employees and five police officers that were at the scene."

"Let's get down there," Lois said to Clark.

* * *

The two took a taxi to the scene of the crime. The entire block was made a crime scene. "Daily Planet," Lois showed her press pass to the cops.

"We found no physical evidence from the person who did this. The bodies were completely incinerated," the police Lieutenant said leading them inside.

"We looked for prints but found nothing. He literally punched through the metal and took it off," the Lieutenant continued taking them to the vault. The vault was blackened in ash from the fire. "We believe he only took a few thousand dollars based off the cameras. We don't think he did it for the money," the Lieutenant said.

"Is this being ruled an act of terrorism?" Lois asked.

"Not yet, Homeland Security is in charge of that," the Lieutenant said. "Off the record, I think those aliens that destroyed half the city are back."

Clark looked around using his X-Ray vision in an attempt to find any clues. "What do you think Clark?" Lois asked.

"I have no idea," he said in front of the Lieutenant.

* * *

"Let's go," Lois said.

Clark and Lois went to lunch at a local diner. "Do you think it's one of your people?" she asked.

"It seems like it Lois. Everything points to someone from Krypton," Clark said.

"Petty theft doesn't sound like something they would do. What's the angle?" Lois wondered.

"I intend to find out," Clark said.

* * *

Superman flew off towards the Arctic where the scout ship was located. There was always a Kryptonian guarding the ship in shifts. Superman dropped down and walked up to Non. "I need to see Faora," Superman requested.

Non simply grunted indicating she was there.

Superman entered the ship and saw Faora staring at the viewing screen. The screen flashed maps and military intelligence on the planet. She noticed Superman's presence and turned to see him. "Kal-El, greetings," she said politely.

"There was an attack in Metropolis on a bank. The evidence points to a Kryptonian," Superman said.

Faora turned to the screen and inputted commands. The screen showed the camera footage of a man forcing the bank vault open. "Magnify face," Faora ordered.

The screen showed a clear image of the man's face. "I know who he is. When we were sent to the Phantom Zone he was sent with us. He was a genetic failure. He murdered his wife and child before he was captured by the authorities. After Krypton was destroyed, we were released from the Phantom Zone. We quarantined him but on our journey to Earth he escaped in one of our pods," Faora explained.

"Can you tell me about him?" Superman asked.

"He was genetically designed to be a great leader but instead of order he favored chaos. His only desire is for chaos and confusion. During the thirty years we were in space, we failed to reason with him," Faora said.

"What is his name?" Superman asked.

"He never told us. Jax studied his demeanor and gave him the name Bizarro," Faora said.

"He must be stopped," Superman said resolved.

"I have more pressing concerns. We are working to rebuild the world engine from scrap. It will take years to procure," she said.

"Why not live on Earth in peace?" Superman asked.

"We were born to serve a purpose. For the last thirty years our purpose was to find what we could from the colony worlds and create a New Krypton. We cannot simply do nothing and relax on this planet," Faora said dismissively.

"You could choose a human profession?" Superman suggested.

"Like yours? If you want information on what is occurring in the world it would be more efficient to use the ship," Faora said.

"I want to know what is happening before the story breaks," Superman smiled.

"Or perhaps," Faora considered. She turned to face him and looked him in the eye. "Jax's analysis showed that the human Lois Lane was compatible with Kryptonian DNA. We will have to test other humans to know whether this was an anomaly," she said.

"Thank you for telling me," Superman said embarrassed.

Faora showed no emotion. "If you wish to stop Bizarro there is only one way. You must kill him," she said coldly.

"I won't," Superman refused.

"I question a morality that would let thousands of humans die to preserve one person's soul," Faora said.

"If I allow myself to kill, there is a danger I could become like him. I would lose control," Superman said.

"Take comfort that if you ever lose control, I will have you killed," Faora said and then smiled.

Superman smirked. "I'll keep that in mind."

As Superman shot off into the sky, Faora watched him leave perplexed.

* * *

President Lex Luthor brought in his cabinet advisers to discuss the attack on the bank in Metropolis. "I want to know if this was an act of terrorism," Lex ordered.

"No groups are taking responsible for it and there is no chatter on the web. We believe he acted alone," one adviser said.

"Why the bank?" Lex asked.

"We just deposited funds in Metropolis for the rebuilding effort. It could be connected," another adviser said.

"I saw the camera recordings. It seems like this terrorist isn't from this planet," Lex said.

"We have not been able to confirm that Mr. President."

"I saw the footage of what happened in Metropolis," Lex said turning on a large plasma screen. The television showed Superman weakened before the cyborg. The camera zoomed in on the glowing green orb.

"The scientists are telling me that this green orb is of the same substance as the rest of their ship but it has been made radioactive. These aliens are invulnerable to everything we throw at them except this. What does that tell us?" Lex asked.

"We can weaponize the alien metal."

"Exactly. I want an entire stock of this stuff in case we need it," Lex ordered.

* * *

Bizarro walked up to the Court house in casual clothes as before. He entered the Court house and went through security without incident. He then went down the halls until he found the court room. The judge was listening to a case and didn't notice Bizarro walk in. Bizarro then took the floor confusing the lawyers and the judge.

"Can I help you?" the woman judge asked annoyed.

"No, I just want everyone to see what happens next," Bizarro smirked.

The judge gave him a weird look. Just as police officers walked over to him, Bizarro blasted the judge with heat vision destroying her and the podium. The officers took out their guns, but Bizarro simply walked away. The officers fired at him blasting bullets through his jacket. Bizarro paid no attention and walked towards the exit. The security immediately tried to stop him. He incinerated them with his heat vision and casually walked down the steps of the court house.

Bizarro waited as more police arrived. They open fire on him blasting holes into his jacket, t-shirt, and pants. Bizarro simply shook his head as the police ran out of bullets. News camera crews then came on the scene. Bizarro confronted the police sergeant on duty.

"Your weapons can't harm me. They do ruin my clothes and the noise annoys me. So, if you put your weapons away I can promise you no one else will be killed today," Bizarro told him.

"What do you want?" the sergeant asked.

"I don't want anything," Bizarro smiled.

Superman then slammed into the ground across from Bizarro. "I was wondering when you would show up Kal-El," Bizarro said.

"I'm here to stop you," Superman said resolved.

"You going to kill me?" Bizarro asked.

"Unlike you, I do not kill," Superman said.

"Oh, good," Bizarro nodded. He then hit the police and camera crews with heat vision blasting the city block with fire. Lois was watching the news and suddenly the camera signal went dead.

Bizarro chuckled as he saw the fire around him. Superman suddenly punched him hard to the face blasting him into the pillars of the court house.

Superman angrily punched Bizarro to the midsection destroying the pillars as he did. Bizarro kicked Superman back busting up the stone steps of the court house. Bizarro looked up and blasted a nearby skyscraper with heat vision. The skyscraper was immediately on fire and shattered glass fell to the ground. Superman stared at the damage in shock.

He leaped up to Bizarro and punched him to the face and to the gut. Bizarro let the punches through and laughed as he fell on the court steps. "What's so funny?" Superman demanded.

Bizarro struggled to get back to his feet. "You're the same as the judge that sentenced me to the Phantom Zone. They wouldn't kill me either. No, no, they were too noble for that. They said I could be rehabilitated. But now they're dead and I'm still here," he said.

"You can change. You don't have to be this way," Superman told him.

"I like being this way. I knew this day would come when we would meet. So, here is my deal. You will allow me to kill a few people every so often. I just want some money and entertainment while I am here. Otherwise, we will have to fight in the city and thousands, maybe even millions will die. You have my word," Bizarro said.

"What if I take you out of the city and throw you in a cell?" Superman asked angrily.

"Good luck," Bizarro smiled. He looked over his torn up clothes in disgust. "Let me go and no one else needs to die today."

Superman gave Bizarro a perplexed expression as he walked away from the court building.

* * *

"Why didn't you kill him?" Lois asked at the coffee shop with Clark.

"It's not my way," he said.

"He killed a judge and cops in plain view of everyone," Lois said.

"I don't know if I can even stop him. These powers are dangerous Lois. If we fought in the city hundreds of thousands could die," Clark argued.

"Then remove him from the city," Lois said.

"I don't know how," Clark said.

Lois sighed. "Have you seen the front page," she showed a newspaper.

Clark stared at the picture of himself standing by as Bizarro left. In the background where incinerated cop cars and a broken court house. "They're saying you are in league with this guy. This is bad," Lois said.

"This guy was a criminal on Krypton. He's a genetic experiment gone wrong. He's not like the others," Clark said.

"I'll get Perry to print it as an anonymous source from the government," Lois sighed. "The world wants to know more about you. Some love you and others hate you. These heroic acts here and there have helped your image, but it is not enough," Lois said.

"It's not an act," Clark said defensively.

"I know. We could have a press exclusive," Lois suggested.

"With whom?" Clark wondered.

"Me, of course," Lois said as if it were obvious.

"Nothing about Clark Kent," Clark agreed.

* * *

Superman visited the scout ship and placed his key in the slot. A hologram of Kara appeared in the halls. "Kara," Superman said grieved.

"Kal-El. You appear troubled," she noticed.

"There's a maniac in Metropolis. He has the same powers I do," Superman said.

"A Kryptonian?" Kara asked.

"Yes, one of the criminals that was with Zod's men. He kills and steals randomly but if I confront him the entire city is at risk," Superman said.

"Ask for help from the others. They will help you kill him. We are not invincible," Kara said.

"I just think that if we did so many lives would be lost," Superman said.

"There would be peace. Isn't there worth in that Kal?" Kara asked. "I restricted you Kal. I told you not to use your powers. I taught you to let people you cared about die so as to keep our secret. I never taught you how to be a warrior Kal. I never taught you how to kill. I thought it would be unnecessary, but I was wrong," Kara said.

"I don't want to be taught how to kill," Superman said.

"Kal, he will find those you care about, and he will kill them without a moment's hesitation," Kara warned.

"Are you saying I have to be at his level?" Superman asked.

"A murderer and a soldier both kill. The difference is that the soldier never kills for his own personal gain or pleasure. A soldier kills to save others and is willing to sacrifice his life for his loved ones," Kara said.

"I don't know if I can do it," Superman said saddened by her words. He reflected on how she had died on the battlefield saving him from a lethal blow.

"Love your enemy Kal. Try to understand him and why he thinks the way he does. Love everything about him and then destroy him," Kara said.

"You've given me something to think about," Superman said and then took out the key.

Kara's hologram faded from view.

* * *

At the Metropolis police station, cops were busy on a plan of attack. The Commissioner was in his office talking with his Lieutenants. There was a sudden crash as Bizarro punched the doors away. Police immediately fired upon him revealing a blue suit underneath his black clothes.

Bizarro blasted the police officers with a cold wind freezing them in place. Bizarro smirked as he shattered each one with his finger. A panic went through the police station as some continued to fire on him while others escaped with their lives. Some of the secretaries reached the elevator to get to the ground floor to escape. Bizarro took hold of the elevator doors and forced them open. He then calmly walked inside. The men and women simply stared at him in silent fear.

"It will be over quick," Bizarro said.

When the elevator doors opened the people were reduced to thousands of frozen shards. Bizarro was then hit with a barrage of bullets revealing a Superman suit underneath. Bizarro increased his speed and killed each of the officers within a second. Bizarro then knocked down the Commissioner's door.

"Hello Commissioner," Bizarro smiled.

"What do you want?" he asked bravely.

"You represent order in this city. I want to take that away and bring chaos. I want to see humans fighting and betraying each other for just a scrap of normalcy. I want to introduce a little anarchy," Bizarro said.

The Commissioner stared down Bizarro. "I'm ready," he said.

Bizarro smiled. "You can't be like that. You need to be on your knees begging for your life," he said.

"I won't give you the pleasure," the Commissioner said.

Bizarro chopped his desk in half and pushed the pieces away. He quickly took the Commissioner's arm and broke it. The Commissioner cried out in pain but kept his resolved face. "I can do this all day. I mean, who's going to stop me," Bizarro chuckled. He punched the Commissioner to face instantly causing brain death.

A blur went through the windows and took hold of Bizarro. The Commissioner watched in shock as Superman took Bizarro through the walls towards the edge of the building. Bizarro took control of the flight and slammed Superman to the 1st floor in the police station. Superman stared at Bizarro's torn clothes. He shed them off revealing an identical suit.

"Like the suit?" Bizarro asked.

Superman glared at him and punched Bizarro to the head and chest. Bizarro took hold of Superman and slammed him through a wall. Bizarro went on the offensive and the two fought through each floor of the police station. Superman finally punched Bizarro out of the police station sending debris onto the street.

Bizarro quickly threw out a driver out of a car and then threw the car at Superman. He then set it on fire with his heat vision. Superman braced for the car and gently put it down. Bizarro continued picking up cars and throwing them at Superman. Superman sped through the cars and punched Bizarro hard. He was thrown into a nearby coffee shop, which exploded on impact.

Bizarro laughed as he stepped out of the wreckage. A police helicopter flew overhead monitoring the situation. Bizarro noticed the helicopter and fired at it with heat vision. Superman rushed to save the helicopter as it nearly crashed in the street. Afterwards, Bizarro was gone.

* * *

As Lois was going to work, FBI agents suddenly took hold of her and threw her in a van. She was blind folded and brought to an unknown building in a nearby city. When the blindfold was taken off, Lois found herself in some kind of bunker. A man in a suit then entered the interrogation room.

"President…Lex Luthor?" Lois realized.

"Hello Miss Lane. I'm sorry it had to come to this," he said apologetically.

"What is this?" Lois demanded.

"I know you know things about Superman. This news article says that this new threat in Metropolis is an alien criminal that came with General Zod and his men. It says he is a genetic failure on the planet Krypton. You cite some government official as your source. Now, I know no one in my government knows this," Lex said.

"Maybe I made it up?" Lois smiled innocently.

"That's not like you Miss Lane. You're a Pulitzer winner in journalism. Your source has to be one of the aliens. I want to know your source," Lex said.

"I won't tell you," Lois refused.

"I admire your integrity Miss Lane. Before I went into business, I served in a Special Forces unit in the Persian Gulf," Lex said and then nodded to one of his men.

Lois was injected in the neck with truth serum. "Now, Miss Lane, who is your source?" Lex questioned.

"Superman," Lois gasped fighting the serum.

"Where can we find this Superman?" Lex asked.

"He lives in Metropolis," Lois said still struggling.

"Does he go by an alias? Tell me," Lex ordered.

"Clark…Kent," Lois said horrified.

Lex nodded and then motioned for his men to look it up. "Thank you for your cooperation Miss Lane," Lex said and then left with his men.

Lex sat down with the FBI and Secret Service as they investigated on their computers. "Clark Kent works for the Daily Planet. He was recently employed but has co-written a number of articles on stories all over the world. A rising star so to speak," an FBI officer said.

Lex looked at Clark Kent's face. "Can you get a facial match?" Lex asked.

"Facial match is at 99%," the FBI officer replied.

"Interesting. Make sure Miss Lane doesn't remember anything," Lex ordered.

"Yes Sir," the FBI officer said.

* * *

The FBI raided the Daily Planet and then found Clark Kent. "I have an arrest warrant for Clark Kent," the FBI officer said.

"I am Clark Kent," Clark said standing up.

"What is this all about?" Perry asked outraged.

"I can't tell you," the FBI officer said.

"You can't just arrest someone without charges," Perry argued.

"It's alright. I'll go," Clark said.

The FBI placed handcuffs on Clark and led him outside the building. "We're requesting your cooperation," the FBI officer said.

Clark nodded and went inside the car. The FBI car took off across the city to an expensive restaurant near the airport. The FBI escorted Clark to a table, the restaurant was nearly empty. Clark scanned each person in the restaurant and realized they all had FBI and SS badges. Lex turned to face Clark.

"You're the President," Clark realized stunned.

"And you are Clark Kent. Please take a seat," Lex offered.

"What is this all about? I'm just a reporter," Clark said awkwardly.

"Oh, you're more than that. You're the Man of Steel, the Superman," the President said.

Clark tried to look dismissive. "We know who you are Mr. Kent. You could assassinate me and bring this country to its knees. I brought you here because I want to build trust," Lex said.

"What happened to Lois?" Clark asked.

"She is back at her apartment. She didn't volunteer who you were willingly," Lex said.

Clark felt anger build up but kept his calm. "Now, we have a mutual problem in Metropolis. This psychotic alien has to be stopped. Can you kill him?" Lex asked.

"I don't kill Mr. President," Clark answered.

"I used to think the same way as you do before the war but then I saw the carnage in Kuwait and then mass graves after we left. The only way to fight fire is with fire," Lex said.

Clark shook his head. "We have a new weapon Clark. Radioactive Kryptonite can weaken people like you. We think we can kill this guy, but we need him right where we want him. He's faster than a bullet and can see what we're trying to do ahead of time," Lex said.

"You want me to restrain him so you can kill him?" Clark asked.

"Can you do that? Or are you going to sit back and watch people die?" Lex asked.

"I can do that," Superman allowed. "But how will you get him to reveal himself. He attacks randomly and then quickly leaves."

"The Metropolis Commissioner's funeral will be in a few days. The entire police force, the city council, and the mayor will be there. I have assured them that the White House will be providing adequate security for the event," Lex said.

"You can't promise that. You're using them as bait," Clark realized.

"I know you will do the right thing Mr. Kent. This phone has a secure line. Call us when you've come to a decision," Lex said giving Clark the cell phone.

Lex then stood up prompting Clark to do the same. "It was nice meeting you Mr. Kent," he shook Clark's hand.

* * *

As soon as the FBI released him, Clark immediately took a cab to Lois' apartment. He knocked on the door and saw a confused Lois greet him. "What's up?" she said.

"Are you alright?" Clark asked.

"I just took a sick day. No big deal," Lois said.

Clark realized that Lois had no memory of the FBI. "Do you want to come in?" Lois asked.

Clark looked around Lois' apartment for the first time. It overlooked the city and had its own balcony. "I was thinking we could do that interview," Clark suggested.

"Oh, sure," Lois said slightly disappointed. "It's always work with you," she smiled.

Lois took a notepad and pen. "Let's start from the beginning."

* * *

The Interview with Superman was read by everyone across the world. Lex read it intently at breakfast at the White House. Faora read the article from the computer screen and even Bizarro picked up a copy from a news stand.

"Are you going to pay for that?" the annoyed news stand man said to him.

Bizarro simply stared at the newspaper stand and blasted it with heat vision killing the man and creating a fire. He then calmly walked from the fire. Bizarro then walked through traffic causing multiple cars to crash into each other to avoid him. He then threw the paper away and saw a tanker nearby. He hit the tanker with heat vision causing a massive explosion.

Bizarro then noticed something behind him. Faora in her black uniform stared down Bizarro. "You have finally come to visit me Faora?"

"I'm here to do something I should have done a long time ago," Faora said advancing on him.

"If you fight me many of these innocent civilians will die," Bizarro smiled.

"What makes you think I care," Faora said resolved.

Bizarro gave her a fearful look. "It's just a game Faora. These humans mean nothing."

"They mean something to Kal-El," Faora replied.

Bizarro laughed. "I understand."

Faora planted her foot on a sewer lid and threw it at Bizarro. The impact sent him through a car windshield. Faora hit the car with heat vision causing it to explode. Faora then launched herself through the fire and punched Bizarro to the face as he lay on the ground. He wrestled with her and slammed her to the ground destroying the asphalt. Faora kicked him off and then quickly punched Bizarro to the face to knock him down.

"If that's all you got we're going to be punching each other for eternity," Bizarro chuckled.

Faora immediately grabbed Bizarro's neck and held him in the air. "What about this?" she asked chocking him.

"That's better," Bizarro said pleased.

Bizarro then flew up into the air taking Faora with him. The two struggled in the air and then Bizarro cast her into a building. Faora was shot through one skyscraper and then another. Bizarro then fired heat vision into multiple skyscrapers. Fighter jets then raced to Metropolis to intercept Bizarro. Seeing them, Bizarro landed on the ground. The jets flew by not wanting to launch missiles in the busy city.

Bizarro then dusted himself off and walked away.

Superman flew into the skyscraper and found a wounded Faora. "I shouldn't have come by myself," she said as she got her bearings.

"Why did you come?" Superman asked.

"I was going to kill him," Faora answered. "He is my responsibility. He came with us."

"You didn't know this would happen," Superman told her.

"If he is a threat to you then he is a threat to us all," Faora said. She looked flustered and uncomfortable with the conversation.

"He was stronger than I anticipated. I must reassess," she said and then flew off.

* * *

The memorial for the police commissioner and the other officers that had been killed occurred on schedule. Lois and Clark were both present in the parade acting the part of reporters. Clark looked around in the crowd and the skyscrapers for any hint of Bizarro.

"Do you see him?" Lois asked.

"No," Clark answered.

A number of people came up to speak including the mayor. The police then took up arms and then suddenly one of the officers fired at the mayor. There was immediate panic as the mayor fell onto the stage. Clark struggled to move through the crowd. The rogue officer then walked away from the other police officers even as they fired on him. He ignored their bullets and approached the city leaders.

"What do you want from us?" the mayor shouted at him.

Bizarro took hold of the mayor. "I want you to die," he said simply and then snapped his neck.

Bizarro then confronted the rest of the city council members breaking each one quickly. Once he was done, Bizarro saw Superman racing towards him. "Is this where you punch me?" Bizarro smiled. Superman smacked Bizarro hard to the face knocking him off the stage. Superman continued the assault punching Bizarro continuously but keeping him close to him.

"Go ahead Kal-El, kill me," Bizarro laughed.

Superman brought Bizarro up to eye level. "I'm not going to kill you, but you won't be able to hide anymore," Superman said.

Bizarro merely smiled in mockery. Superman glared at Bizarro and then blasted his face with heat vision. Bizarro struggled and screamed but couldn't get free. Once Superman was done, he let Bizarro go. He was horribly scared on his face. It appeared gray and cracked as if it were made of stone.

"Give up," Superman said to Bizarro.

Bizarro continued to scream about his face but then noticed Lois still taking pictures from afar. Bizarro lifted off the ground and shot towards her. Superman immediately followed but Bizarro had her. Lois screamed and banged her fist on Bizarro with no effect. Bizarro took Lois high in the air and then dropped her.

Superman immediately flew in to catch her but then Bizarro was gone.

* * *

President Luthor watched the panic and confusion after the mayor and city council of Metropolis were killed on national television. Lex watched intently as Superman and Bizarro battled at speeds faster than the camera could track. In the end, Bizarro had managed to escape.

"We cannot rely on this Superman. We must do it ourselves," Lex said.

"The Kryptonite has been weaponized. A Navy SEAL team is ready to go," an adviser told Lex.

"We will need bait to bring him out of hiding. Clear my schedule for next week. I will be going to Metropolis," Lex said.

"I strongly advise against this Sir," an adviser objected.

"The people of Metropolis need to know that their government will not cower in the face of terrorism," Lex said.

"This is a level beyond terrorism Mr. President. We are essentially being attacked by a god."

Lex watched the repeating coverage of the two super combatants. "There is one God and he doesn't dress like that."

* * *

An injured Bizarro landed near the scout ship. Non readied himself for battle as Bizarro staggered over to him. "I know we didn't part on good terms," Bizarro smiled.

Non swung at Bizarro hitting him square in the forehead. Bizarro simply smiled and staggered back. "Is that it?" he taunted.

Non sped towards Bizarro ripping up the snow and rock underneath and then rammed his leg into Bizarro's gut. Bizarro was slammed and punched repeatedly into the rock formations nearby. "Look at you go. Very impressive," Bizarro said as he got back to his feet.

Non continued his assault punching Bizarro repeatedly. Bizarro then flew into the air escaping. Non clasped his fists frustrated he could not yet fly. "So, you can't fly. That's good to know," Bizarro smiled.

Bizarro flew towards Non and picked him up into the air. Bizarro took Non into the upper atmosphere and then punched Non back down to the ground. As Non fell, Bizarro flew around him in circles punching him to the head and body. Bizarro spiraled around Non each time smacking him in the air creating sonic waves of air from each impact. Non hit the ground with a violent explosion of snow and dirt. Bizarro blasted the ground with rays of heat vision melting the ice. Non's already damaged armor became red hot. Despite the pain, Non did not cry out.

Bizarro floated down to the ground and ignored the crater. He went into the ship and found a female Kryptonian guard. She saw Bizarro walk down the halls of the ship. She aimed her plasma rifle and fired at him. The plasma burst on Bizarro's suit.

"You have fight in you. I like that," Bizarro smiled.

Within a second, Bizarro sped towards the guard and took away her rifle. The female guard resisted Bizarro and was able to escape. Bizarro casually followed her through the ship. Doors then closed giving the female guard cover. Bizarro punched down the doors but it was slowing him down. The atmosphere then started to change, which both Bizarro and the guard noticed.

Bizarro felt weakened by the change in atmosphere but was used to the Kryptonian atmosphere. Meanwhile, Faora was given a distress signal from the ship. She immediately shot off towards the ship.

Bizarro turned to see an image of Kara. "You look so beautiful. Too bad you're dead," Bizarro crackled.

"You won't be leaving this ship," Kara told him.

"Tell me, how did you feel when you realized your father was responsible for terraforming the planet causing tens of thousands of humans to die," Bizarro asked.

"I do not have that information," Kara said.

"I changed the ship's programing, and I made everyone think that Zor-El did it," Bizarro said to Kara. "The last few moments of her life must have been terrible. Can you tell me how Kara would have felt if she thought her father was responsible for mass murder?" Bizarro asked.

"Even if I knew you wouldn't be authorized to know," Kara replied.

"If you don't tell me I will destroy your programming. I will destroy this ship," Bizarro threatened.

Kara smirked at him. "The ship is headed towards the star. We will both be destroyed soon."

Bizarro realized the scout ship was headed into space. "You wouldn't dare!" Bizarro said.

"I do not feel fear," Kara said.

"You will kill the other woman too," Bizarro pointed out.

"A necessary sacrifice," Kara said coldly.

The female guard could hear Bizarro and Kara talking through the halls. Panicked she went back to the bridge. She entered the bridge and fired on Bizarro knocking him down to the ground. "Turn the ship around," the female guard ordered.

"I'm sorry. It must end here," Kara said.

"No, you can't kill me. You don't have the authority," the female guard spat.

"It must be done," Kara said.

The female guard placed her key in the slot. "Computer override," she ordered.

"Don't do this," Kara said as she lost control.

"Return the ship to Earth," the female guard ordered the computer.

The ship then turned away from the ship and headed back to the Earth. "If he is allowed to escape many will die," Kara warned.

"I already killed him," the female guard said confidently.

"I can sense his heart beat," Kara said. "Behind you!" she warned.

Bizarro took the female guard from behind and grasped her neck. The female guard struggled but Bizarro then broke her neck killing her. The ship then landed back to the ground in the same spot. "Nice try for a dead woman," Bizarro smiled at Kara.

"Activate cloak," Bizarro ordered cloaking the ship from Faora.

Bizarro then entered the medical bay. "Begin facial reconstruction surgery," Bizarro ordered the computer.

"State your preferred facial form," the computer said.

"Kal-El," Bizarro said.

"Beginning facial reconstruction," the computer said. Kryptonian knives approached Bizarro's face and then the ship's halls were filled with his screams.

* * *

Finished with the procedure, Bizarro looked exactly like Superman. Smiling wickedly, Bizarro then entered the bridge. Kara appeared before him. "You will not succeed," she told him.

"Is it my voice? Is my voice going to give me away," Bizarro laughed.

Bizarro then stared at Kara's image. "I think I could make some improvements," he said. He went to the computer console and started working on the program. Once he was done, Kara's face was the same but her personality was completely different.

"Who would Kal-El miss the most?" Bizarro asked.

"He has a powerful bond with the Kents," Kara said helpfully.

"Not high profile enough. I want something that will get the world's attention," Bizarro said.

"Kill Lois Lane," Kara suggested.

Bizarro stared at Kara. "That's cruel," he chuckled. "Should I kill her quick?" Bizarro asked.

"No, give her hope she will be saved and then take that hope away right before she dies," Kara suggested.

Bizarro considered that thoughtfully. "You're right. I wouldn't want to be enemies with you Kara. I'm glad you're dead," Bizarro said and laughed as he left the ship.

* * *

Air Force One landed at the Metropolis International Airport. President Luthor went inside a casual looking vehicle while his decoy went with a large motorcade. "Bring me Clark Kent," Luthor ordered the Secret Service.

Clark received a secure phone call on his cell phone. The SS agent gave him the coordinates to meet with the President at an abandoned warehouse on the wharf. Clark became Superman and flew over landing in front of the President.

"I am going to use myself as bait to capture the alien enemy. You're going to help us kill him," Lex said.

"How?" Superman asked.

"We have Kryptonite bullets. I brought you here for another reason. I want to test it," Lex said. A case was placed between them. Lex opened the case displaying the Kryptonite. Superman immediately felt sick and his strength was drained. An SS agent placed hand cuffs on him.

"Break your hand cuffs if you can," Lex challenged.

Clark tried to break them but amazingly he lacked the strength to do so. Lex stared at Superman intently for any falsehood. Lex then placed the case away. "What about now?" Lex asked.

Superman easily broke the hand cuffs. "We think that radioactive Kryptonite will not only sap his strength it could kill him," Lex said.

"You could capture him and use Kryptonite to keep him imprisoned," Superman said.

"Why take the chance?" Lex asked.

"I won't kill him," Clark said resolved.

"I noticed," Lex said annoyed. "I suppose it's acceptable for dozens of people to die as long as you keep your conscious clear. I was a veteran of two wars and I did what I had to do to save civilians and my comrades. I will never apologize for pulling the trigger," Lex said.

Superman said nothing. Lex simple shook his head amazed. "We'll do the dirty work. Just restrain him and keep him from killing me. Can you do that for us?" Lex asked.

"Yes."

* * *

President Luthor was in a suit as he made a speech to wealthy Metropolis donors. Clark and Lois were in attendance watching for anything unusual. "Do you think he'll show?" Lois asked.

"I hope he doesn't. So many people here," Clark frowned.

"This is very brave of the President. I'm almost sorry I didn't vote for him," Lois smirked.

"Champagne Sir," a waiter asked Clark.

"I'll pass," Clark said.

"I'll have some," Lois said taking a glass. "You could lighten up a little bit. You're too conservative."

"It was how I was raised," Clark said and then grimaced like he was in pain.

Lois noticed the slight discomfort. "Want to dance?" Lois asked.

"I don't think…," Clark stumbled over his words.

"Come on," Lois said dragging him to the dance floor.

Clark felt awkward dancing with Lois with so many wealthy and powerful individuals around them. "Underneath, everyone is the same Clark," Lois smirked at him.

Clark knew that to be true. He could see the muscles and bones of every individual present if he wanted to. "May I?" Lex asked.

"Mr. President, of course," Clark said handing Lois off.

Lois danced with Lex even as photographers blasted them with flashes. She had no recollection that Lex had detained her. "You are not intimidated by power Miss Lane," Lex observed.

"Not much intimidates me Mr. President after what I have seen," Lois said.

"Call me Lex," Lex smiled.

Lex then glanced at his watch and gave Lois a sad look. "I look forward to seeing your work," Lex complimented and then bowed his head to her.

Clark and Lois watched as Lex was leaving the party with SS agents accompanying him. "Something tells me that will be the last time I will see him," Lois said.

"I have to go," Clark said and then paused. "I…," Clark said awkwardly and then hurried off.

* * *

Lex's limo moved along the motorcade down the highway. Helicopters were overhead scanning everything in the area. The limo went on the lower street of a bridge to the other side of Metropolis. "We lost air cover," a SS agent said.

"This is it," Lex said anticipating an attack.

Superman flew alongside the limo and suddenly blasted the limo with heat vision causing it to explode in flames. Police cars fired on Superman without any affect. The real Lex Luthor was in a bullet proof van. "We're under attack," the van's driver said to Lex.

"Is it him?" Lex asked.

"It's Superman," the driver said shocked.

"Did he betray us?" Lex wondered.

Superman dropped down in front of speeding cop cars. One car slammed into Superman slicing the car in two. The other car swerved away from Superman and slammed into a pillar. "Get us air cover," Lex shouted.

Superman fired on the cops cars and armored vehicles causing explosions on the bridge. Lex's van went past Superman and in that instant Superman saw Lex Luthor inside. Smirking, Superman flew after the van.

The real Superman raced to the scene and saw police officers struggling in the wreckage. He quickly put out the fires and brought the officers to safety. "Someone looking like you attacked the President," a cop said.

Superman then sped down the street.

Lex's van was blasted with heat vision sending it to the ground on its side. Bizarro was immediately fired upon by two helicopters as he crossed over the bridge. The Kryptonite bullets sliced into his back sapping his strength. Bizarro retaliated blasting both helicopters with heat vision. The two helicopters exploded on impact. Superman sped towards Bizarro and punched him to the face. The weakened Bizarro was punched repeatedly by Superman and then restrained.

Lex exited the van and saw the two identical Supermans fighting. "Who do we fire upon?" a SS agent asked the President.

"Fire on both," he ordered.

The SS agents used their ear communicators to give the order. Additional attack helicopters fired on the two blasting them with Kryptonite. Both fighters fell to the ground weakened and wounded. Cop cars arrived on the scene and then cautiously approached the two.

"Take them both. We'll sort this out later," Lex ordered.

* * *

The two were taken away in an armored vehicle to government facility nearby used by the military. Superman and Bizarro were placed across each other under restraints. Both of them appeared sick and in pain from the Kryptonite bullets.

"I never thought it would be humans that would be able to capture me. Your friends couldn't even do it," Bizarro chuckled.

"The other Kryptonians? What have you done?" Superman asked.

"I killed one of the females. One more to go," Bizarro held up one finger and then laughed.

"You'll destroy our whole race. Are you insane?" Superman asked.

"That's what your father said," Bizarro nodded. "He didn't have the heart to kill me either. Father like son," Bizarro grinned.

Bizarro then considered Kara thoughtfully. "I think your cousin would have killed me."

"You keep her out of this," Superman warned.

"You think she is in some special place? Like Heaven? Aliens don't go to Heaven Kal," Bizarro grinned. "She's rotting in the ground and her computer program is my new girlfriend."

Superman rose from the table but was restrained by the chains. Lex watched the two closely through the mirror. Superman calmed himself down and looked down at the table. "What do you want?" Superman asked.

"I don't want anything. I just want to watch this world burn," Bizarro replied.

Superman broke his restraints and walked over to Bizarro. He took a hold of Bizarro and slammed his face on the table. He then took hold of Bizarro's body and slammed him into the wall. "What will power!" Bizarro complimented.

"I wish I could kill you," Superman said angrily.

"Do it Kal," Bizarro challenged.

Superman lost strength and let Bizarro fall to the floor. Lex entered the room and stared at the two of them. "This is the real one. Get a medic," Lex ordered.

"Are you sure?" Bizarro mocked.

"I will kill this one personally," Lex said taking out a green rod.

Superman was brought out of the holding cell. Bizarro cracked his neck as he readied himself for the assault. "I have the impression you enjoy pain," Lex said.

"Hmmm?"

"I am just going to have to enjoy it a little more," Lex said and swung the rod on Bizarro.

With each strike, Bizarro laughed. After several beatings, Lex stared at a bruised and bleeding Bizarro. "You feel the frenzy, that power to hurt someone else?" Bizarro asked.

"You're right. I have people that can do this for me," Lex said leaving the room.

SS agents then entered the room and started beating Bizarro taking turns as they did.

* * *

Superman was brought to a hospital where the Kryptonite bullets were slowly removed. Superman didn't have the benefit of pain killers so each extraction was terribly painful. The bullets had sliced into his back, shoulders, neck, and chest. Lois came to the hospital and was the only press person allowed in.

"How are you feeling?" she asked.

"I've felt better," Superman said with bandages covering his chest.

"So, the plan worked," Lois smiled.

"A lot of people died," Superman said grieved.

"It's over now," Lois said touching his hand.

* * *

A sudden blast hit the military facility sending everyone to the ground stunned. The scout ship blasted the facility to the ground killing most of the people present. Bizarro found the President on the ground crawling away. Bizarro picked up Lex and smiled at him.

"All according to plan," he smiled.

"Do your worst," Lex spat at Bizarro.

"Oh, I'm not going to kill you. No…no, that would be too easy. I'm going to break you," Bizarro said and then slammed his knee on Lex's back. Lex cried out in pain and then passed out.

Bizarro then entered the scout ship. "Welcome back," Kara smiled to see him.

"Find Kal-El," Bizarro ordered.

* * *

"I have something to tell you Lois," Superman said from his hospital bed. "One of the Kryptonian scientists said that humans may be compatible with Kryptonian DNA. They tested yours and it came back positive," Superman said.

"What are you trying to say?" Lois smiled.

"Lois, I want to spend…," Superman said, and then an explosion hit the hospital. Dust and ash flowed through the halls and rooms. Lois was knocked down to the ground stunned.

"Lois!" Superman said through the smoke.

Additional blasts tore apart the hospital. Superman felt his feet no longer on the ground as the floors beneath him collapsed. Fires roared through the hospital killing everyone inside. Superman went to the ground and went through the wreckage. He found Lois' body underneath debris. He pulled it off of her and looked it over. She was bleeding to the forehead and not breathing.

Superman scanned her body and saw massive internal bleeding and a damaged heart. "No," Superman struggled with the fact she was dead. In desperation, Superman breathed cold air on her body to freeze her solid. Another blast from the scout ship shattered Lois' body into thousands of pieces. Superman watched as what was left blew in the dust.

He turned to the scout ship in the distance and then at the destruction before him. His face was contorted in grief and rage. Finally, Superman screamed in rage and pain as he flew towards the scout ship.

Superman blasted through the hull of the ship and found Bizarro and Kara. Bizarro was perfectly healed from the medical bay. "Hello cousin, now all three of us can be together. No more Lois to worry you," Kara said.

Superman stared at Kara and then at Bizarro. "Isn't she great?" Bizarro smiled.

Superman used heat vision to the control panel sending the ship to the ground. Bizarro laughed hysterically as the ship plummeted. "How many people do you think will die when the ship hits?" Bizarro asked.

As the ship flew to the ground it corrected itself so it landed in a rural area away from the city. Bizarro stared at the heading confused. "I didn't do that," he wondered.

Kara simply gave Superman a creepy smile.

The ship crashed in a field throwing Bizarro out of the ship. Superman turned to Kara mournfully. "Kill me Clark. Let me rest in peace," she asked while still grinning at him.

Clark realized that Kara had steered the ship away from the city. Superman went to the damaged control panel and pushed the correct buttons. Kara's image shattered into pure light. Just as her face disappeared she appeared to him as if she was at peace.

Superman then walked out of the ship and confronted Bizarro who was still on the ground. "What are you going to do now? You going to lecture me to death," Bizarro laughed.

Superman and Bizarro punched at each other creating shock waves in the air on their impacts. As the fight continued, Bizarro's skin began to change color and texture. He howled in pain as his skin turned gray and seemed to crack.

"She tricked me. She said she was going to make me better," Bizarro said painfully.

Superman simply stared as Bizarro was weakening before him. Resolved, Superman picked up Bizarro and brought him into the air. Superman then increased speed keeping a tight grip on Bizarro. He circled the Earth with Bizarro at supersonic speed.

"Hot," Bizarro muttered.

Superman circled the Earth faster each time breaking his previous speed limits. The heat was intense as Superman created friction with the air. Bizarro cried out as both of them became red hot from the speed. Superman continued to push his limits until he was a flame in the atmosphere. "No more," Bizarro cried out.

Superman grunted in effort and pain as he flew as fast as he could. Bizarro's weakening body burned red hot and then started breaking away. Bizarro's arms and then his limbs fell off and disintegrated. Then his skin peeled away from his face. As he was dying, Bizarro started laughing hysterically even as his eyes imploded. Finally, he turned to dust in the atmosphere.

Superman then bounced off the atmosphere and shot off into outer space. His speed accelerated but the friction from the air was gone. Exhausted and in pain, Superman floated out into space.

* * *

Lex Luthor was recovered and placed in a hospital. "Mr. President, your spinal cord has been severed. There is nothing we can do to repair it. There is experimental robotics that could simulate your nervous system so you can walk again," the doctor said.

Lex nodded. "The news footage shows Superman attacking the van. They want a statement from you," the President's Chief of Staff asked.

Lex looked at his dead legs. "Tell them Superman attacked me," he said angrily. "Tell them Superman is an enemy of the United States."

* * *

Superman floated out into space lifeless. In the cold of space, Superman thought of those he had lost. Kara had been killed and her consciousness in the program he had relied upon had been corrupted. She was now gone forever. Lois was dead and so many others were dead. A beam of energy pulled Superman towards the damaged scout ship. Superman was placed inside and immediately the medical machines went to work to revive him.

"Computer: report," Faora ordered.

"He has sustained significant physical damage to biological systems," the computer reported.

"Will he live?"

"Inconclusive," the computer said.

Faora watched over Superman's condition. She had lost more men and Bizarro couldn't be rehabilitated. Faora then looked at a pod showing a growing fetus in a liquid solution. "What child is this?" a Kryptonian officer asked.

"His name will be Lor-Zod, son of General Zod," Faora said.

"Is he your son?"

"No, that would not be appropriate," Faora said.

"Well, that should give him something to live for."

"You are to never tell him. Is that clear?" Faora ordered.

"As you wish."

Faora looked over Superman's injured body. "Shall we begin the procedure?" the Kryptonian officer asked.

"No, I want his consent first. Alert me when and if he regains consciousness," Faora said and then walked down the hall.

* * *

**Author's Note:** I heavily borrowed from The Dark Knight, and other Batman/Superman filmsfor the structure. In following with the Dark Knight Arc I am thinking of making Superman's adversary physically powerful like Darkseid. I understand that I changed Bizarro's origin and nature quite a bit but other aspects were kept.


End file.
